It is proposed that this filing will become
effective (check appropriate box)
This registration statement affects only
the registration of the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF.
This Prospectus provides important information about Cambria
Global Income and Currency Strategies ETF, Cambria Shareholder Yield ETF, Cambria Foreign Shareholder Yield ETF and Cambria Emerging
Shareholder Yield ETF (each, a “Fund” and collectively, the “Funds”), each of which is a series of Cambria
ETF Trust (“Trust”), that you should know before investing. Please read it carefully and keep it for future reference.
These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.
Shares of each of the Funds (“Shares”) will be listed
and traded on the NYSE Arca, Inc. (“Exchange”).
No person has been authorized to give any information or
to make any representations other than those contained in this Prospectus and the Funds’ Statement of Additional Information
dated [ ], 2013 (“SAI”) (which is incorporated by reference into this Prospectus and is legally a part
of this Prospectus) and, if given or made, such information or representations may not be relied upon as having been authorized
by us.
P
rincipal
R
isks
Concentration Risk.
To the extent that the
Fund's investments are concentrated in a particular issuer or issuers, country, region, market, industry, group of industries,
sector or asset class, the Fund may be susceptible to loss due to adverse occurrences affecting that issuer or issuers, country,
region, market, industry, group of industries, sector or asset class.
Counterparty Risk.
A Fund may engage in investment transactions
or other contracts with third parties (
i.e.
, “counterparties”), including over-the-counter forward foreign currency
contracts. For example, a Fund may enter into forward currency contracts or repurchase agreements. A Fund bears the risk that the
counterparty to these contracts becomes bankrupt, defaults on its obligations or otherwise fails to honor its obligations. A Fund
may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. A Fund may obtain
only limited recovery or may obtain no recovery in these circumstances. If a counterparty defaults on its payment obligations,
a Fund will lose money and the value of an investment in Fund Shares may decrease.
Currency Exchange Rate Risk.
Changes in currency exchange
rates may affect the U.S. Dollar value of a Fund’s investments, including foreign securities, forward currency contracts
and cross currency forwards. To the extent that a large investor or foreign government moves to devalue a currency to which the
Fund has long (rather than short) exposure, such action could cause the Fund to lose money.
Dividend Paying Security Risk.
Securities that
pay high dividends as a group can fall out of favor with the market, causing these companies to underperform companies that do
not pay high dividends. Also, changes in the dividend policies of companies owned by a Fund and the capital resources available
for these companies’ dividend payments may adversely affect a Fund.
Emerging Markets Risk.
Investments in securities and
instruments traded in developing or emerging markets, or that provide exposure to these
securities or markets, can involve
additional risks relating to political, economic, or regulatory conditions not associated with
investments in U.S. securities
and instruments or investments in more developed international markets. For example,
emerging markets may be subject to,
among other risks, greater market volatility; lower trading volume and liquidity; greater social,
political and economic
uncertainty; governmental controls on foreign investments and limitations on repatriation of
invested capital; lower disclosure,
corporate governance, auditing and financial reporting standards; fewer protections
of property rights; restrictions on
the transfer of securities or currency; and settlement and trading practices that
differ from U.S. markets and markets of
more developed countries. Each of these factors may impact the ability of a Fund to buy, sell or otherwise transfer securities,
adversely affect the trading market and price for Fund Shares and cause a Fund to decline in value.
Equity Investing Risk.
An investment in a Fund involves
risks similar to those of investing in any fund holding equity securities, such as market fluctuations, changes in interest rates
and perceived trends in stock prices. The values of equity securities could decline generally or could underperform other investments.
Different types of equity securities tend to go through cycles of outperformance and underperformance in comparison to the general
securities markets. In addition, securities may decline in value due to factors affecting a specific issuer, market or securities
markets generally. Recent unprecedented turbulence in financial markets and reduced liquidity in credit and fixed income markets
may negatively affect many issuers worldwide, which may have an adverse effect on a Fund.
Exchange-Traded Funds, Exchange-Traded Products and Investment
Companies Risk.
The risks of investing in securities of ETFs, ETPs and investment companies typically reflect the risks of
the types of instruments in which the ETF, ETP or investment company invests. When a Fund invests in these securities, shareholders
of the Fund bear their proportionate share of the fees and expenses of the ETF ETP or other investment company, as well as their
share of the Fund’s fees and expenses. As a result, an investment by a Fund in an ETF, ETP or investment company could cause
the Fund’s operating expenses to be higher and, in turn, performance to be lower than if the Fund were to invest directly
in the securities underlying the ETF, ETP or investment company.
Exchange-Traded Notes Risk.
Because ETNs are unsecured,
unsubordinated debt securities, an investment in an ETN exposes the Fund to the risk that an ETN’s issuer may be unable to
pay. As a result, the value of the ETN may decline, including to zero. In addition, as with investments in other ETPs, ETFs and
investment companies, the Fund will bear its proportionate share of the fees and expenses of the ETN, which may cause the Fund’s
operating expenses to be higher and its performance to be lower than it would if it invested directly in the securities of the
index or other reference assets of the ETN.
Foreign Investment Risk.
A Fund may invest in foreign
securities, including non-U.S. dollar-denominated securities traded outside of the United States and U.S. dollar-denominated securities
of foreign issuers traded in the United States. Returns on investments in foreign securities could be more volatile than, or trail
the returns on, investments in U.S. securities. Investments in foreign securities, including investments in ADRs or GDRs, are subject
to special risks, including the following:
Foreign Securities Risk
. Investments in non-U.S.
securities involve certain risks that may not be present with investments in U.S. securities. For
example, investments in
non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or
economic instability.
There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S.
issuers may be subject
to different accounting, auditing, financial reporting and investor protection standards than U.S.
issuers. Changes to the
financial condition or credit rating of foreign issuers may also adversely affect the value of a Fund’s securities. Investments
in non-U.S. securities may be subject to withholding or other taxes and may be subject to additional
trading, settlement,
custodial, and operational risks. Because legal systems differ, there is also the possibility that it will
be difficult
to obtain or enforce legal judgments in certain countries. Since foreign exchanges may be open on days when a Fund does not price
its Shares, the value of the securities in a Fund’s portfolio may change on days when shareholders will not be able to purchase
or sell a Fund’s Shares. Conversely, Fund Shares may trade on days when foreign exchanges are closed. Investment in foreign
securities may involve higher costs than investment in U.S. securities, including higher transaction and custody costs as well
as the imposition of additional taxes by foreign governments. Each of these factors can make investments in a Fund more volatile
and potentially less liquid than other types of investments.
Capital Controls Risk
.
Economic conditions,
such as volatile currency exchange rates and interest rates, political events and other conditions may, without prior warning,
lead to government intervention and the imposition of “capital controls” or expropriation or nationalization of assets.
The possible establishment of exchange controls or freezes on the convertibility of currency, or the adoption of other governmental
restrictions, might adversely affect an investment in foreign securities. Capital controls include the prohibition of, or restrictions
on, the ability to transfer currency, securities or other assets within or out of a jurisdiction. Levies may be placed on profits
repatriated by foreign entities (such as a Fund). Capital controls may impact the ability of a Fund to buy, sell or otherwise transfer
securities or currency, may adversely affect the trading market and price for Shares of a Fund, and may cause the Fund to decline
in value.
Depositary Receipt Risk
. A Fund’s investments
in foreign companies may be in the form of depositary receipts or other securities convertible into securities of foreign issuers,
including ADRs, European Depositary Receipts (“EDRs”) and GDRs. ADRs, EDRs, and GDRs are generally subject to the risks
of investing directly in foreign securities and, in some cases, there may be less information available about the underlying issuers
than would be the case with a direct investment in the foreign issuer. ADRs are U.S. dollar-denominated receipts representing shares
of foreign-based corporations. GDRs are similar to ADRs but are shares of foreign-based corporations generally issued by international
banks in one or more markets around the world. Investment in ADRs and GDRs may be less liquid than the underlying shares in their
primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile. Depositary receipts
may be “sponsored” or “unsponsored” and may be unregistered and unlisted.
Sponsored depositary
receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored depositary receipts may be established
by a depositary without participation by the underlying issuer. Holders of an unsponsored depositary receipt generally bear all
the costs associated with establishing the unsponsored depositary receipt. In addition, the issuers of the securities underlying
unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, there may
be less information available regarding such issuers and there may not be a correlation between such information and the market
value of the depositary receipts. A Fund’s investments may also include ADRs and GDRs that are not purchased in the public
markets and are restricted securities that can be offered and sold only to “qualified institutional buyers” under Rule
144A of the Securities Act of 1933, as amended. Cambria
will determine the liquidity of these investments pursuant to guidelines
established by the Board. If a particular investment in such ADRs or GDRs is deemed illiquid, that investment will be included
within a Fund’s limitation on investment in illiquid securities. Moreover, if adverse market conditions were to develop during
the period between a Fund’s decision to sell these types of ADRs or GDRs and the point at which the Fund is permitted or
able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell.
Currency Risk
. Each Fund’s net asset
value is determined on the basis of U.S. dollars; therefore, a Fund may lose value if the local currency of a foreign market depreciates
against the U.S. dollar, even if the local currency value of a Fund’s holdings goes up. Currency exchange rates may fluctuate
significantly over short periods of time. Currency exchange rates also can be affected unpredictably by intervention; by failure
to intervene by U.S. or foreign governments or central banks; or by currency controls or political developments in the U.S. or
abroad. Changes in foreign currency exchange rates may affect the NAV of a Fund and the price of a Fund’s Shares. Devaluation
of a currency by a country’s government or banking authority would have a significant impact on the value of any investments
denominated in that currency.
Political and Economic Risk
. A Fund is subject
to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national
elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions),
social and economic events (labor strikes, rising inflation) and natural disasters occurring in a foreign country could cause a
Fund’s investments to experience gains or losses. A Fund also could be unable to enforce its ownership rights or pursue legal
remedies in countries where it invests.
Foreign Market and Trading Risk
. The trading
markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.
Foreign markets also may have clearance and settlement procedures that make it difficult for a Fund to buy and sell securities.
The procedures and rules governing foreign transactions and custody (holding of the Funds’ assets) also may involve delays
in payment, delivery or recovery of money or investments. These factors could result in a loss to a Fund by causing the Fund to
be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing Fund assets to be uninvested
for some period of time.
Forward Currency Contracts Risk.
A Fund may
seek
to achieve exposure to global currency markets by investing in short-term forward currency contracts. Currency management strategies,
including forward currency contracts, may substantially change a Fund’s exposure to currency exchange rates and could result
in losses to the Fund if currencies do not perform as Cambria expects. The forecasting of currency market movement is extremely
difficult, and whether any strategy will be successful is uncertain. Moreover, it is impossible to forecast with precision market
values at the expiration of a forward currency contract, and a Fund may be required to buy or sell additional currency on the spot
market (and bear the expense of such transaction) if Cambria’s predictions regarding the movement of foreign currency prove
inaccurate. In addition, currency management strategies, to the extent that these strategies reduce a Fund’s exposure to
currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates. Further,
the use of forward currency contracts subjects a Fund to counterparty risk and leveraging risk, as discussed in this Prospectus.
There is no assurance that Cambria’s use of currency management strategies will benefit a Fund or that they will be, or can
be, used at appropriate times. Assets used as cover or held in an account cannot be sold while the position in the corresponding
derivative is open, unless they are replaced with other appropriate assets. As a result, the commitment of a large portion of the
Fund’s assets to cover or to segregated accounts could impede portfolio management or the Fund’s ability to meet redemption
requests or other current obligations.
High Yield Securities Risk.
Securities that are high
yield, commonly known as “junk bonds,” are regarded as having predominantly speculative characteristics with respect
to the capacity to pay interest and repay principal. High yield securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than higher grade securities. The prices of high yield securities have been found
to be less sensitive to interest rate changes than are more highly rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. Yields on high yield securities will fluctuate. If the issuer of high yield securities defaults,
a Fund may incur additional expenses to seek recovery. The secondary markets in which high yield securities are traded may be less
liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the
price at which a Fund could sell a particular high yield security when necessary to meet liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the issuer. Adverse publicity and investor perceptions may decrease
the values and liquidity of high yield securities.
Interest Rate Risk.
The market value of fixed income
securities, and financial instruments related to fixed income securities, will change in response to changes in interest rates
and may change in response to other factors, such as perception of an issuer’s creditworthiness. As interest rates rise,
the value of certain fixed income securities is likely to decrease. Similarly, if interest rates decline, the value of fixed income
securities is likely to increase. While securities with longer maturities tend to produce higher yields, the prices of longer maturity
securities tend to be more sensitive to changes in interest rates and thus subject to greater volatility than securities with shorter
maturities. A Fund with a longer portfolio maturity generally is subject to greater interest rate risk.
Investment Risk.
As with all investments, an investment
in a Fund is subject to investment risk. Investors in a Fund could lose money, including the possible loss of the entire principal
amount of an investment, over short or long periods of time. An investment in a Fund is not a bank deposit and it is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Leveraging Risk.
A forward currency contract is
a form of derivative that includes leverage, allowing a Fund to obtain the right to a return on stipulated capital that exceeds
the amount the Fund has paid or invested. Although a Fund will segregate or earmark liquid assets to cover the market value of
its obligations under a forward currency contract, the amount will be limited to the current value of the Fund’s obligations
to the counterparty, and will not prevent the Fund from incurring losses greater than the value of those obligations. The use of
forward currency contracts could cause a Fund to be more volatile, resulting in larger gains or losses in response to changes in
the values of the currencies subject to the forward currency contract than if the Fund had made direct investments. Use of leverage
involves special risks and is speculative. If Cambria is incorrect in evaluating movements in foreign currency, leverage will magnify
any losses, and such losses may be significant.
Management Risk.
The Cambria Global Income
and Currency Strategies ETF and Cambria Shareholder Yield ETF are actively managed and use proprietary investment strategies and
processes. There can be no guarantee that these strategies and processes will produce the intended results and no guarantee that
either Fund will achieve its investment objective or outperform other investment strategies over the short- or long-term market
cycles. Securities selected by Cambria may not perform as expected. This could result in the Fund’s underperformance compared
to other funds with similar investment objectives.
For the Cambria Foreign Shareholder Yield ETF and Cambria
Emerging Shareholder Yield ETFs, the strategy used by Cambria to match the performance of the Underlying Index may fail to produce
the intended results.
Passive Investment Risk.
The Fund is managed
with a passive investment strategy, attempting to track the performance of the Underlying Index. This differs from an actively
managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent securities of
the Underlying Index regardless of the current or projected performance of a specific security or a particular industry or market
sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could
cause the Fund’s return to be lower than if the Fund employed an active strategy.
Portfolio Turnover Risk.
A Fund’s investment strategy
may from time to time result in higher turnover rates. This may increase a Fund’s brokerage commission costs. The performance
of a Fund could be negatively impacted by the increased brokerage commission costs incurred by the Fund. Rapid portfolio turnover
also exposes shareholders to a higher current realization of short-term capital gains, distributions of which would generally be
taxed to you as ordinary income and thus cause you to pay higher taxes.
Premium-Discount Risk.
The Shares may trade above or
below their NAV. The NAV of a Fund will generally fluctuate with changes in the market value of the Fund’s holdings. The
market prices of Shares, however, will generally fluctuate in accordance with changes in NAV as well as the relative supply of,
and demand for, Shares on the Exchange. The trading price of Shares may deviate significantly from NAV during periods of market
volatility. Cambria cannot predict whether Shares will trade below, at or above their NAV. Price differences may be due, in large
part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to,
but not identical to, the same forces influencing the prices of the securities held by a Fund. However, given that Shares can be
purchased and redeemed in large blocks of Shares, called Creation Units (unlike shares of closed-end funds, which frequently trade
at appreciable discounts from, and sometimes at premiums to, their NAV), and a Fund’s portfolio holdings are fully disclosed
on a daily basis, Cambria
believes that large discounts or premiums to the NAV of Shares should not be sustained, but that
may not be the case.
Quantitative Security Selection Risk
Data for some companies, particularly for emerging market
companies, may be less available and/or less current than data for companies in other markets. Quantitative techniques used by
Cambria to generate investment decisions for the Cambria Global Income and Currency Strategies ETF and Cambria Shareholder Yield
ETF
and its processes and stock selection can be adversely affected if it relies on erroneous or outdated data. Similarly,
the Underlying Index for the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF may rely on quantitative
techniques to determine eligibility for, and weighting of, component securities and its processes can be adversely affected if
it relies on erroneous or outdated. In addition, securities selected using quantitative analysis can perform differently from
the market as a whole as a result of the characteristics used in the analysis, the weight placed on each characteristic, and changes
in the characteristic’s historical trends. The characteristics used in quantitative analysis and the weight placed on those
characteristics may not be predictive of a security’s value, and the effectiveness of the characteristics can change over
time. These changes may not be reflected in the quantitative model.
Secondary Market Trading Risk.
Investors buying or selling
Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell
relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between
the price that an investor is willing to pay for Shares (the “bid” price) and the price at which an investor is willing
to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread”
or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and
is generally lower if a Fund’s Shares have more trading volume and market liquidity and higher if a Fund’s Shares have
little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads.
Small and Medium Capitalization Company Risk
.
Investing in securities of small and medium capitalization companies involves greater risk than customarily is associated with
investing in larger, more established companies. These companies’ securities may be more volatile and less liquid than those
of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities
market. Small and medium capitalization companies are sometimes more dependent on key personnel or limited product lines than larger,
more diversified companies. Often small and medium capitalization companies and the industries in which they focus are still evolving
and, as a result, they may be more sensitive to changing market conditions.
Sovereign Debt Securities Risk.
Investments in sovereign
debt obligations involve special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental
authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a Fund
may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt,
and a Fund’s net asset value, may be more volatile than prices of U.S. debt obligations. In the past, certain non-U.S. markets
have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria
on the payment of principal and interest on their sovereign debts. These risks increase for lower-rated and high yield debt securities,
as discussed in this Prospectus.
Tracking Error Risk.
Tracking errors is the
difference between a Fund’s performance from that of the Underlying Index. This may occur due to an imperfect correlation
between a Fund’s holdings and those comprising the Underlying Index, pricing differences, a Fund’s holding of cash,
differences in the timing of dividend accruals, changes to the Underlying Index, or the need to meet regulatory requirements.
Further, as a new fund, there can be no assurance that it will grow to or maintain an economically viable size, in which case
it may experience greater tracking error to its Underlying Index than it otherwise would at higher asset levels or it could ultimately
liquidate. This risk is heightened during times of increased market volatility or other unusual market conditions.
Trading Risk.
Although the Shares are listed on the Exchange,
there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading
in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading
in Shares inadvisable. Further, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility
pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary
to maintain the listing of the Fund will continue to be met or will remain unchanged.
STATEMENT OF ADDITIONAL INFORMATION
CAMBRIA ETF TRUST
Cambria Global Income and Currency Strategies
ETF (FXFX)
(not currently offered for sale)
Cambria Shareholder Yield ETF (SYLD)
Cambria Foreign Shareholder Yield ETF (FYLD)
Cambria Emerging Shareholder Yield ETF (EYLD)
Subject to completion, dated
September 12, 2013
2321 Rosecrans Avenue, Suite 3225, El
Segundo, CA 90245
PHONE: (310) 683-5500
[ ], 2013
Shares of each of the Funds will be listed and traded on the
NYSE Arca, Inc.
This SAI describes certain series of the Cambria ETF Trust.
The Trust is an open-end registered management investment company under the Investment Company Act, and is currently comprised
of four Funds: Cambria Global Income and Currency Strategies ETF, Cambria Shareholder Yield ETF, Cambria Foreign Shareholder Yield
ETF and Cambria Emerging Shareholder Yield ETF. Additional series may be added or launched in the future.
The Cambria Global Income and Currency Strategies ETF and
Cambria Shareholder Yield ETF are actively managed exchange-traded funds. The Cambria Foreign Shareholder Yield ETF and Cambria
Emerging Shareholder Yield ETF are passively-managed, meaning that they are designed to track the performance of an underlying
index. Cambria Investment Management, L.P. (“Cambria” or the “Investment Adviser”), serves as the investment
adviser to each Fund. SEI Investments Distribution Co. serves as the Distributor for each Fund.
Shares of the Funds are neither guaranteed nor insured by
the U.S. Government.
This SAI, dated [ ], 2013, is not a prospectus. It should
be read in conjunction with the Funds’ Prospectus, dated [ ], 2013, which incorporates this SAI by reference. Capitalized
terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus
may be obtained without charge by writing to the Distributor, calling 855-ETF-INFO (383-4636) or visiting www.cambriafunds.com.
An annual report for the Funds will be available in the same manner once the Funds have completed their first annual period.
TABLE OF CONTENTS
|
|
Page
|
GLOSSARY
|
|
3
|
|
|
|
TRUST AND FUNDS OVERVIEW
|
|
4
|
|
|
|
EXCHANGE LISTING AND TRADING
|
|
5
|
|
|
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
|
5
|
|
|
|
INTRADAY INDICATIVE VALUE
|
|
6
|
|
|
|
INVESTMENT POLICIES AND RESTRICTIONS
|
|
6
|
|
|
|
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RISKS
|
|
7
|
|
|
|
MANAGEMENT OF THE FUNDS
|
|
20
|
|
|
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
|
25
|
|
|
|
INVESTMENT MANAGEMENT AND OTHER SERVICES
|
|
25
|
|
|
|
PORTFOLIO MANAGERS
|
|
27
|
|
|
|
PORTFOLIO TRANSACTIONS AND BROKERAGE
|
|
28
|
|
|
|
THE DISTRIBUTOR
|
|
29
|
|
|
|
ACCOUNTING AND LEGAL SERVICE PROVIDERS
|
|
30
|
|
|
|
ADDITIONAL INFORMATION CONCERNING SHARES
|
|
30
|
|
|
|
TRANSACTIONS IN CREATION UNITS
|
|
32
|
|
|
|
Purchasing Creation Units
|
|
33
|
Transaction Fees
|
|
36
|
Redeeming Creation Units
|
|
37
|
|
|
|
DETERMINATION OF NET ASSET VALUE
|
|
40
|
|
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TAXATION
|
|
40
|
|
|
|
FINANCIAL STATEMENTS
|
|
43
|
|
|
|
Appendix A: Proxy Voting Policies and Procedures for the Trust
|
|
A-1
|
|
|
|
Appendix B: Description Of Securities Ratings
|
|
B-1
|
|
|
|
Appendix C: Foreign Holidays
|
|
C-1
|
No person has been authorized to give any information or to
make any representations other than those contained in this SAI and the Prospectus and, if given or made, such information or representations
may not be relied upon as having been authorized by the Trust. This SAI does not constitute an offer to sell securities.
GLOSSARY
The following terms are used throughout this SAI, and have the
meanings used below:
“
1933 Act
” means the Securities Act
of 1933, as amended.
“
1934 Act
” means the Securities Exchange
Act of 1934, as amended.
“
Authorized Participant
” means a broker-dealer
or other participant in the Continuous Net Settlement System of the National Securities Clearing Corporation (NSCC) or a participant
in DTC with access to the DTC system, and who has executed an agreement with the Distributor that governs transactions in the Funds’
Creation Units.
“
Balancing Amount
”
means an
amount equal to the difference between the NAV of a Creation Unit and the market value of the In-Kind Creation (or Redemption)
Basket, used to ensure that the NAV of a Fund Deposit (or Redemption) (other than the Transaction Fee), is identical to the NAV
of the Creation Unit being purchased.
“
Board
” means the Board of Trustees
of the Trust.
“
Business Day
” means any day on which
the Trust is open for business.
“
Cambria
” means Cambria Investment
Management, L.P., or the Investment Adviser.
“
Cash Component
”
means an amount
of cash consisting of a Balancing Amount and a Transaction Fee calculated in connection with creations.
“
Cash Redemption Amount
”
means
an amount of cash consisting of a Balancing Amount and a Transaction Fee calculated in connection with redemptions.
“
CEA
” means the Commodity Exchange
Act.
“
CFTC
” means the Commodity Futures
Trading Commission.
“
Code
” means the Internal Revenue
Code of 1986, as amended.
“
Creation Unit
” means an aggregation
of 50,000 Shares that each Fund issues and redeems on a continuous basis at NAV. Shares will not be issued or redeemed except in
Creation Units.
“
Distributor
” means SEI Investments
Distribution Co.
“
Dodd-Frank Act
” means the Dodd-Frank
Wall Street Reform and Consumer Protection Act.
“
DTC
” means the Depository Trust Company.
“
Exchange
” means the NYSE Arca, Inc.
“
FINRA
” means the Financial Industry
Regulatory Authority.
“
Fund
” means a series of the Trust:
currently, Cambria Global Income and Currency Strategies ETF, Cambria Shareholder Yield ETF, Cambria Foreign Shareholder Yield
ETF and Cambria Emerging Shareholder Yield ETF.
“
Fund Deposit
” means the In-Kind Creation
Basket and Cash Component necessary to purchase a Creation Unit from a Fund.
“
Fund Redemption
” means the In-Kind
Redemption Basket and Cash Redemption Amount received in connection with the redemption of a Creation Unit.
“
IIV
” means an approximate per Share
value of a Fund’s portfolio, disseminated every fifteen seconds throughout the trading day by the Exchange through the facilities
of the Consolidated Tape Association or other information providers, known as the Intraday Indicative Value.
“
In-Kind Creation Basket
” means the
basket of securities to be deposited to purchase Creation Units of a Fund.
“
In-Kind Redemption Basket
” means
the basket of securities a shareholder will receive upon redemption of a Creation Unit.
“
Index Provider
” means Cambria
Indices, LLC.
“
Investment
Advise
r”
means Cambria Investment Management, L.P., or Cambria.
“
Investment Company Act
” means the
Investment Company Act of 1940, as amended.
“
IRS
”
means the Internal
Revenue Service.
“
NAV
” means the net asset value of
a Fund.
“
NSCC
” means the National Securities
Clearing Corporation.
“
NYSE
”
means the New York Stock
Exchange, Inc.
“
Prospectus
” means the Funds’
Prospectus, dated [ ], 2013, as amended and supplemented from time to time.
“
SAI
” means this Statement of
Additional Information, dated [ ], 2013, as amended and supplemented from time to time.
“
SEC
” means the United States Securities
and Exchange Commission.
“
Shares
” means the shares of a Fund.
“
Transaction Fees
”
are fees
imposed to compensate the Trust for costs incurred in connection with transactions for Creation Units. The Transaction Fee is comprised
of a flat (or standard) fee and may include a variable fee. For the Transaction Fees applicable to each Fund, see “Transaction
Fees” in this SAI.
“
Trust
” means the Cambria ETF Trust,
a Delaware statutory trust.
“
Underlying Index
” means the Cambria
Foreign Shareholder Yield Index with respect to the Cambria Foreign Shareholder Yield ETF and the Cambria Emerging Shareholder
Yield Index with respect to the Cambria Emerging Shareholder Yield ETF.
TRUST AND FUNDS OVERVIEW
The Trust is a Delaware statutory trust formed on September
9, 2011 and an open-end registered management investment company comprised of four Funds, which are discussed in this SAI. Only
the Cambria Shareholder Yield ETF has commenced operations as of the date of this SAI. The Cambria Global Income and Currency
Strategies ETF and Cambria Shareholder Yield ETF are diversified, actively-managed exchange-traded funds. The Cambria Foreign
Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF are diversified, index-based exchange-traded funds that seek
investment results that correspond (before fees and expenses) generally to the price and yield performance of their respective
Underlying Index. The offering of the Shares is registered under the 1933 Act.
Each Fund offers and issues Shares at NAV only in aggregations
of a specified number of Shares, generally in exchange for a basket of securities constituting the portfolio holdings of the Fund,
together with the deposit of a specified cash payment, or, in certain circumstances, for an all cash payment. Shares of each Fund
will be listed and traded on the Exchange. Shares will trade on the Exchange at market prices that may be below, at, or above NAV.
Unlike mutual funds, Shares are not individually redeemable
securities. Rather, each Fund issues and redeems Shares on a continuous basis at NAV, only in Creation Units of 50,000 Shares.
In the event of the liquidation of a Fund, the Trust may lower the number of Shares in a Creation Unit.
In the instance of creations and redemptions, Transaction Fees
may be imposed. Such fees are limited in accordance with requirements of the SEC applicable to management investment companies
offering redeemable securities. Some of the information contained in this SAI and the Prospectus — such as information about
purchasing and redeeming Shares from a Fund and Transaction Fees — is not relevant to most retail investors because it applies
only to transactions for Creation Units and most retail investors do not transact for Creation Units.
Once created, Shares generally trade in the secondary market,
at market prices that change throughout the day, in amounts less than a Creation Unit. Investors purchasing Shares in the secondary
market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges.
Unlike index-based ETFs, such as the Cambria Foreign Shareholder
Yield ETF and Cambria Emerging Shareholder Yield ETF, the Cambria Global Income and Currency Strategies ETF and Cambria Shareholder
Yield ETF are “actively managed” and do not seek to replicate the performance of a specified index.
EXCHANGE LISTING AND TRADING
Shares of each Fund will be listed and traded on the Exchange.
Shares trade on the Exchange or in secondary markets at prices that may differ from their NAV or IIV, including because such prices
may be affected by market forces (such as supply and demand for Shares). As is the case of other securities traded on an exchange,
when you buy or sell Shares on the Exchange or in the secondary markets your broker will normally charge you a commission or other
transaction charges. Further, the Trust reserves the right to adjust the price of Shares in the future to maintain convenient trading
ranges for investors (namely, to maintain a price per Share that is attractive to investors) by share splits or reverse share splits,
which would have no effect on the NAV.
There can be no assurance that the requirements of the Exchange
necessary to maintain the listing of Shares of each Fund will continue to be met. The Exchange may, but is not required to, remove
the Shares of a Fund from listing if: (i) following the initial 12-month period beginning at the commencement of trading of a Fund,
there are fewer than 50 beneficial owners of the Shares of the Fund for 30 or more consecutive trading days, or (ii) such other
event shall occur or condition exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable.
The Exchange will remove the Shares of a Fund from listing and trading upon termination of a Fund.
The Funds are not sponsored, endorsed, sold or promoted by the
Exchange. The Exchange makes no representation or warranty, express or implied, to the owners of Shares of the Funds or any member
of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the
Funds to achieve their objectives. The Exchange has no obligation or liability in connection with the administration, marketing
or trading of the Funds.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board has adopted a policy regarding the disclosure of information
about the Funds’ portfolio securities. Under the policy, portfolio holdings of the Funds, which will form the basis for the
calculation of NAV on a Business Day, are publicly disseminated prior to the opening of trading on the Exchange that Business Day
through financial reporting or news services, including the website www.cambriafunds.com. In addition, each Business Day a portfolio
composition file, which displays the In-Kind Creation Basket and Cash Component, is publicly disseminated prior to the opening
of the Exchange via the NSCC.
INTRADAY INDICATIVE VALUE
The IIV is an approximate per Share value of a Fund’s
portfolio holdings, which is disseminated every fifteen seconds throughout the trading day by the Exchange through the facilities
of the Consolidated Tape Association or by other information providers. The IIV is based on the current market value of a Fund’s
Fund Deposit. The IIV does not necessarily reflect the precise composition of the current portfolio of securities held by a Fund
at a particular point in time. The IIV should not be viewed as a “real-time” update of the NAV of a Fund because the
approximate value may not be calculated in the same manner as the NAV. The quotations for certain investments may not be updated
during U.S. trading hours if such holdings do not trade in the U.S., except such quotations may be updated to reflect currency
fluctuations. The Funds are not involved in, or responsible for, the calculation or dissemination of the IIV and make no warranty
as to the accuracy of the IIV.
INVESTMENT POLICIES AND RESTRICTIONS
The investment policies enumerated in this section may be changed
with respect to a Fund only by a vote of the holders of a majority of the Funds’ outstanding voting securities, except as
noted below:
1. The Funds may not borrow money, except to
the extent permitted by the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief.
2. The Funds may not issue senior securities,
except to the extent permitted by the Investment Company Act, the rules and regulations thereunder and any applicable exemptive
relief.
3. The Funds may not engage in the business
of underwriting securities except to the extent that the Funds may be considered an underwriter within the meaning of the 1933
Act in the acquisition, disposition or resale of its portfolio securities or in connection with investments in other investment
companies, or to the extent otherwise permitted under the Investment Company Act, the rules and regulations thereunder and any
applicable exemptive relief.
4. The Funds may not purchase or sell real estate,
except to the extent permitted under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive
relief.
5. The Funds may not purchase or sell commodities,
contracts relating to commodities or options on contracts relating to commodities except to the extent permitted under the Investment
Company Act, the rules and regulations thereunder and any applicable exemptive relief. This policy shall not prevent the Funds
from purchasing or selling foreign currency or purchasing, selling or entering into futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments as currently exist or may in the future be developed.
6. The Funds may not make loans, except to the
extent permitted under the Investment Company Act, the rules and regulations thereunder and any applicable exemptive relief.
7. The Funds will not concentrate their
investments in issuers of one or more particular industries, except that each of the Cambria Foreign Shareholder Yield ETF and
Cambria Emerging Shareholder Yield ETF will invest more than 25% of its total assets in securities of the same industry to approximately
the same extent that each such Fund’s Underlying Index concentrates in the securities of a particular industry or group
of industries.
If a percentage limitation is satisfied at the time of investment,
a later increase or decrease in such percentage resulting from a change in the value of a Fund’s investments will not constitute
a violation of such limitation. Thus, a Fund may continue to hold a security even though it causes the Fund to exceed a percentage
limitation because of fluctuation in the value of the Fund’s assets, except that any borrowing by a Fund that exceeds the
fundamental investment limitations stated above must be reduced to meet such limitations within the period required by the Investment
Company Act or the relevant rules, regulations or interpretations thereunder.
For purposes of applying the limitation set forth in the concentration
policy, the Funds, with respect to their equity holdings, will generally use the industry classifications provided by the Global
Industry Classification System. Securities of the U.S. government (including its agencies and instrumentalities) and tax-free securities
of state or municipal governments and their political subdivisions (and repurchase agreements collateralized by government securities)
are not considered to be issued by members of any industry.
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES
AND RISKS
The investment objective, principal strategies of, and risks
of investing in each Fund are described in the Prospectus. Unless otherwise indicated in the Prospectus or this SAI, the investment
objective and policies of a Fund may be changed without shareholder approval.
Credit Quality Standards (All Funds)
When investing in fixed income securities and, if applicable,
preferred or convertible stocks, the Funds maintain the following credit quality standards, which apply at the time of investment:
For securities that carry a rating assigned by a nationally
recognized statistical rating organization (a “Rating Organization”), Cambria will use the highest rating assigned
by the Rating Organization to determine a security’s credit rating. Commercial paper must be rated at least “A-1”
or equivalent by a Rating Organization. Corporate debt obligations, mortgage-backed and other asset-backed securities and municipal
securities must be rated at least “B-”or equivalent by a Rating Organization. For securities that are not rated by
a Rating Organization, Cambria’s internal credit rating will apply and be subject to the equivalent rating minimums described
here.
Each Fund may also engage in the following investment strategies
or techniques (except where indicated otherwise). For the Cambria Global Income and Currency Strategies ETF, it may be exposed
to the investment strategies or techniques and risks described below either by directly using the strategy or technique, or indirectly
by investing in an exchange-traded fund or other vehicle which uses the strategy or technique described below.
Securities Lending (All Funds)
The Funds may make secured loans of their portfolio securities;
however, securities loans will not be made if, as a result, the aggregate amount of all outstanding securities loans by a Fund
exceeds 33 1/3% of its total assets (including the market value of collateral received). For purposes of complying with a
Fund’s investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of
the Fund to the extent required by law. A Fund continues to receive dividends or interest, as applicable, on the securities loaned
and simultaneously earns either interest on the investment of the cash collateral or fee income if the loan is otherwise collateralized.
To the extent a Fund engages in securities lending, securities
loans will be made to broker-dealers that Cambria believes to be of relatively high credit standing pursuant to agreements requiring
that the loans continuously be collateralized by cash, liquid securities, or shares of other investment companies with a value
at least equal to the market value of the loaned securities. As with other extensions of credit, a Fund bears the risk of delay
in the recovery of the securities and of loss of rights in the collateral should the borrower fail financially. A Fund also bears
the risk that the value of investments made with collateral may decline.
Voting rights or rights to consent with respect to the loaned
securities pass to the borrower. A Fund has the right to call loans at any time on reasonable notice. However, a Fund bears the
risk of delay in the return of the security, impairing the Fund’s ability to vote on such matters. The Investment Adviser
will retain lending agents on behalf of the Funds that are compensated based on a percentage of a Fund’s return on its securities
lending. A Fund may also pay various fees in connection with securities loans, including shipping fees and custodian fees.
Dollar Rolls, Delayed Delivery
Transactions and When Issued or Forward Commitment Securities (Cambria Global Income and Currency Strategies ETF)
The purchase or sale of when-issued securities enables an investor
to hedge against anticipated changes in interest rates and prices by locking in an attractive price or yield. The price of delayed
delivery transactions, including when-issued securities, is fixed at the time the commitment to purchase or sell is made, but delivery
and payment for the securities takes place at a later date, normally one to two months after the date of purchase. During the period
between purchase and settlement, no payment is made by the purchaser to the issuer and no interest accrues to the purchaser. Such
transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date
or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves
the risk that the other party will be unable to settle the transaction. Dollar rolls are a type of forward commitment transaction.
Purchases and sales of securities on a forward commitment basis involve a commitment to purchase or sell securities with payment
and delivery to take place at some future date, normally one to two months after the date of the transaction. As with when-issued
securities, these transactions involve certain risks, but they also enable an investor to hedge against anticipated changes in
interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction,
the obligations have not yet been issued. When purchasing securities on a when-issued or forward commitment basis, a segregated
account of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement
date.
Depositary Receipts (Cambria Shareholder Yield ETF, Cambria
Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF)
The Funds may invest in foreign securities by purchasing depositary
receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global
Depositary Receipts (“GDRs”) or other securities convertible into securities of issuers based in foreign countries.
These securities may not necessarily be denominated in the same currency as the securities which they represent. Generally, ADRs,
in registered form, are denominated in U.S. dollars and are designed for use in the U.S. securities markets, GDRs, in bearer form,
are issued and designed for use outside the United States and EDRs (also referred to as Continental Depositary Receipts (“CDRs”)),
in bearer form, may be denominated in other currencies and are designed for use in European securities markets. ADRs are receipts
typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. EDRs are European receipts
evidencing a similar arrangement. GDRs are receipts typically issued by non-United States banks and trust companies that evidence
ownership of either foreign or domestic securities. For purposes of a Fund’s investment policies, ADRs, GDRs and EDRs are
deemed to have the same classification as the underlying securities they represent. Thus, an ADR, GDR or EDR representing ownership
of common stock will be treated as common stock.
Preferred Stocks (Cambria Shareholder Yield ETF, Cambria
Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF)
Each Fund may invest in preferred stocks. Preferred stocks include
convertible and non-convertible preferred and preference stocks that are senior to common stock. Preferred stocks are equity securities
that are senior to common stock with respect to the right to receive dividends and a fixed share of the proceeds resulting from
the issuer’s liquidation. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on
the same basis as holders of the issuer’s common stock, and thus represent an ownership interest in the issuer. Depending
on the features of the particular security, holders of preferred stock may bear the risks disclosed in the Prospectus or this SAI
regarding equity or fixed income securities.
Repurchase Agreements (All Funds)
The Funds may enter into repurchase agreements with banks and
broker-dealers. A repurchase agreement is an agreement under which securities are acquired by a Fund from a securities dealer or
bank subject to resale at an agreed upon price on a later date. The acquiring Fund bears a risk of loss in the event that the other
party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities. Such a default may subject a Fund to expenses, delays, and risks of loss including: (i) possible
declines in the value of the underlying security while the Fund seeks to enforce its rights, (ii) possible reduced levels
of income and lack of access to income during this period, and (iii) the inability to enforce its rights and the expenses
involved in attempted enforcement.
Debt and Other Fixed Income Securities Generally (Cambria
Global Income and Currency Strategies ETF, Cambria Foreign Shareholder Yield ETF, and Cambria Emerging Shareholder Yield ETF)
Debt securities include obligations of the U.S. Government,
its agencies and instrumentalities, corporate debt securities, master-demand notes, Yankee dollar and Eurodollar bank certificates
of deposit, time deposits, bankers’ acceptances, commercial paper and other notes, inflation-indexed securities, and other
debt securities. Debt securities may be investment grade securities or high yield securities, which are described below. Investment
grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as
securities rated in one of the four highest rating categories by at least two Rating Organizations rating that security, such as
Standard & Poor’s Ratings Services (“Standard & Poor’s”) or Moody’s Investors Service, Inc.
(“Moody’s”), or rated in one of the four highest rating categories by one Rating Organization if it is the only
Rating Organization rating that security or unrated, if deemed to be of comparable quality by Cambria and traded publicly on the
world market. A Fund, at the discretion of Cambria, may retain a debt security that has been downgraded below the initial investment
criteria.
Debt and other fixed income securities include fixed and floating
rate securities of any maturity. Fixed rate securities pay a specified rate of interest or dividends. Floating rate securities
pay a rate that is adjusted periodically by reference to a specified index or market rate. Fixed and floating rate securities include
securities issued by federal, state, local, and foreign governments and related agencies, and by a wide range of private issuers,
and generally are referred to in this SAI as “fixed income securities.” Indexed bonds are a type of fixed income security
whose principal value and/or interest rate is adjusted periodically according to a specified instrument, index, or other statistic
(
e.g
., another security, inflation index, currency, or commodity).
Holders of fixed income securities are exposed to both market
and credit risk. Market risk (or “interest rate risk”) relates to changes in a security’s value as a result of
changes in interest rates. In general, the values of fixed income securities increase when interest rates fall and decrease when
interest rates rise. Credit risk relates to the ability of an issuer to make payments of principal and interest. Obligations of
issuers are subject to bankruptcy, insolvency and other laws that affect the rights and remedies of creditors.
Because interest rates vary, the future income of a Fund that
invests in fixed income securities cannot be predicted with certainty. The future income of a Fund that invests in indexed securities
also will be affected by changes in those securities’ indices over time (
e.g
., changes in inflation rates, currency
rates, or commodity prices).
Zero Coupon Securities (Cambria Global Income and Currency
Strategies ETF, Cambria Foreign Shareholder Yield ETF, and Cambria Emerging Shareholder Yield ETF)
Zero coupon securities may be issued by a wide variety of corporate
and governmental issuers. Zero coupon securities tend to be subject to greater market risk than interest-paying securities of similar
maturities. When an investor purchases a traditional coupon-bearing bond, it is paid periodic interest at a predetermined rate.
Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary
interest-paying debt securities with similar maturities. The value of zero coupon securities appreciates more during periods of
declining interest rates and depreciates more during periods of rising interest rates than ordinary interest-paying debt securities
with similar maturities.
High Yield Securities (Cambria Global Income and Currency
Strategies ETF, Cambria Foreign Shareholder Yield ETF, and Cambria Emerging Shareholder Yield ETF)
Securities rated lower than Baa by Moody’s, or equivalently
rated by S&P or Fitch, are sometimes referred to as “high yield securities” or “junk bonds.” Investing
in these securities involves special risks in addition to the risks associated with investments in higher-rated fixed income securities.
While offering a greater potential opportunity for capital appreciation and higher yields, high yield securities typically entail
greater potential price volatility and may be less liquid than higher-rated securities. A Fund may have difficulty selling certain
junk bonds because they may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on the
market price and a Fund’s ability to dispose of particular issues and may also make it more difficult for the Fund to obtain
accurate market quotations in valuing these assets. High yield securities may be regarded as predominately speculative with respect
to the issuer’s continuing ability to meet principal and interest payments. They may also be more susceptible to real or
perceived adverse economic and competitive industry conditions than higher-rated securities. Issuers of securities in default may
fail to resume principal or interest payments, in which case a Fund may lose its entire investment.
Companies that issue high yield bonds are often highly leveraged
and may not have more traditional methods of financing available to them. During an economic downturn or recession, highly leveraged
issuers of high-yield securities may experience financial stress, and may not have sufficient revenues to meet their interest payment
obligations. Economic downturns tend to disrupt the market for high yield bonds, lowering their values and increasing their price
volatility. The risk of issuer default is higher with respect to high yield bonds because such issues may be subordinated to other
creditors of the issuer.
The credit rating of a high yield bond does not necessarily
address its market value risk, and ratings may from time to time change to reflect developments regarding the issuer’s financial
condition. The lower the rating of a high yield bond, the more speculative its characteristics.
Cash Items (All Funds)
A Fund may temporarily invest a portion of its assets in cash
or cash items pending other investments or to maintain liquid assets required in connection with some of the Fund’s investments.
These cash items and other high quality debt securities may include money market instruments, such as securities issued by the
U.S. Government and its agencies, bankers’ acceptances, commercial paper, bank certificates of deposit and investment companies
that invest primarily in such instruments.
U.S. Government Securities and Foreign Government Securities
(All Funds)
U.S. government securities include securities issued or guaranteed
by the U.S. government or its authorities, agencies, or instrumentalities. Foreign government securities include securities issued
or guaranteed by foreign governments (including political subdivisions) or their authorities, agencies, or instrumentalities or
by supra-national agencies. Different kinds of U.S. government securities and foreign government securities have different kinds
of government support. For example, some U.S. government securities (
e.g
., U.S. Treasury bonds) are supported by the full
faith and credit of the U.S. Other U.S. government securities are issued or guaranteed by federal agencies or government-chartered
or -sponsored enterprises but are neither guaranteed nor insured by the U.S. government (
e.g.
, debt securities issued by
the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“FNMA”
or “Fannie Mae”), and Federal Home Loan Banks (“FHLBs”). Similarly, some foreign government securities
are supported by the full faith and credit of a foreign national government or political subdivision and some are not. Foreign
government securities of some countries may involve varying degrees of credit risk as a result of financial or political instability
in those countries or the possible inability of a Fund to enforce its rights against the foreign government. As with issuers of
other fixed income securities, sovereign issuers may be unable or unwilling to make timely principal or interest payments.
It is possible that the availability and the marketability (that
is, liquidity) of the securities discussed in this section could be adversely affected by actions of the U.S. and foreign governments
to tighten the availability of credit.
Supra-national agencies are agencies whose member nations make
capital contributions to support the agencies’ activities. Examples include the International Bank for Reconstruction and
Development (the World Bank), the Asian Development Bank, the European Coal and Steel Community, and the Inter-American Development
Bank.
As with other fixed income securities, U.S. government securities
and foreign government securities expose their holders to market risk because their values typically change as interest rates fluctuate.
For example, the value of U.S. government securities or foreign government securities may fall during times of rising interest
rates. Yields on U.S. government securities and foreign government securities tend to be lower than those of corporate securities
of comparable maturities.
In addition to investing directly in U.S. government securities
and foreign government securities, a Fund may purchase certificates of accrual or similar instruments evidencing undivided ownership
interests in interest payments and/or principal payments of U.S. government securities and foreign government securities. Certificates
of accrual and similar instruments may be more volatile than other government securities.
Foreign Investments (All Funds)
Foreign Market Risk.
Foreign security investment or exposure
involves special risks not present in U.S. investments that can increase the chances that a Fund will lose money. These risks are
higher for emerging markets investments, which can be subject to greater social, economic, regulatory and political uncertainties,
and may have significantly less liquidity, than developed markets. In particular, the Funds are subject to the risk that because
there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for
a Fund to buy and sell securities, or increase or decrease exposures, on those exchanges. In addition, prices of foreign securities
may fluctuate more than prices of securities traded in the U.S.
Foreign Economy Risk
. The economies of certain foreign
markets often do not compare favorably with that of the U.S. with respect to such issues as growth of gross domestic product, reinvestment
of capital, resources, and balance of payments positions. Certain foreign economies may rely heavily on particular industries or
foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country
or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Investments
in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization
of companies or industries, expropriation of assets, or the imposition of punitive taxes. In addition, the governments of certain
countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries.
Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities,
or obtain exposure to them, or transfer the Fund’s assets back into the U.S., or otherwise adversely affect the Fund’s
operations. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign
government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability.
Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the
U.S. or other foreign countries. Foreign corporate governance may not be as robust as in the U.S. As a result, protections for
minority investors may not be strong, which could affect security prices.
Currency Risk and Exchange Risk.
Securities in which
the Funds invest, or to which they obtain exposure, may be denominated or quoted in currencies other than the U.S. dollar. Changes
in foreign currency exchange rates will affect the value of these securities. Generally, when the U.S. dollar rises in value against
a foreign currency, an investment in a security denominated in that currency loses value because the currency is worth fewer U.S.
dollars. Similarly when the U.S. dollar decreases in value against a foreign currency, an investment in, or exposure to, a security
denominated in that currency gains value because the currency is worth more U.S. dollars. This risk is generally known as “currency
risk,” which is the possibility that a stronger U.S. dollar will reduce returns for U.S. investors investing overseas. Foreign
currencies also involve the risk that they will be devalued or replaced, adversely affecting the Funds’ investments.
Governmental Supervision and Regulation/Accounting Standards.
Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities to a lesser extent
than the U.S. government. Some countries may not have laws to protect investors the way that the U.S. securities laws do. Accounting
standards in other countries are not necessarily the same as in the U.S. If the accounting standards in another country do not
require as much disclosure or detail as U.S. accounting standards, it may be harder to completely and accurately determine a company’s
financial condition.
Certain Risks of Holding Fund Assets Outside the U.S.
Foreign securities in which the Funds invest, or to which they obtain exposure, are generally held outside the U.S. in foreign
banks and securities depositories. The Funds’ custodian is the Funds’ “foreign custody manager” as provided
in Rule 17f-5 under the Investment Company Act. The “foreign custody manager” is responsible for determining that
each Fund’s directly-held foreign assets will be subject to reasonable care, based on standards applicable to custodians
in relevant foreign markets, but will not have jurisdiction over banks and depositories holding foreign assets to which a Fund
has indirect exposure through swap agreements. However, certain foreign banks and securities depositories may be recently organized
or new to the foreign custody business. They may also have operations subject to limited or no regulatory oversight. Also, the
laws of certain countries may put limits on a Fund’s ability to recover its
assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing goes bankrupt. In
addition, it likely will be more expensive for a Fund to buy, sell and hold securities, or increase or decrease exposures thereto,
in certain foreign markets than it is in the U.S. market due to higher brokerage, transaction, custody and/or other costs. The
increased expense of investing in foreign markets reduces the amount a Fund can earn on its investments.
Settlement and clearance procedures in certain foreign markets
differ significantly from those in the U.S. Foreign settlement and clearance procedures and trade regulations also may involve
certain risks (such as delays in payment for or delivery of securities) not typically involved with the settlement of U.S. investments.
Communications between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or
losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities
transactions. The problems may make it difficult for the Funds to carry out transactions. If a Fund cannot settle or is delayed
in settling a purchase of securities, the Fund may miss attractive investment opportunities and certain of its assets may be uninvested
with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, directly
or indirectly, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another
party, the Fund could be liable to that party for any losses incurred.
Dividends and interest on, and proceeds from the sale of, foreign
securities a Fund holds, or has exposure to, may be subject to foreign withholding or other taxes, and special federal tax considerations
may apply.
Emerging Markets (All Funds)
Investing in companies domiciled in emerging market countries
may be subject to greater risks than investments in developed countries. These risks include: (i) less social, political,
and economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for
such securities, or low or non-existent trading volumes; (iii) foreign exchanges and broker-dealers may be subject to less
scrutiny and regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by
foreign investors and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest
payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital
gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on dollar or euro
payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency;
(viii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor
the interests of the issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in
the local currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market
valuations of the securities, and (xi) lax financial reporting on a regular basis, substandard disclosure, and differences
in accounting standards may make it difficult to ascertain the financial health of an issuer. Many emerging market countries have
experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging market
countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities
markets of such emerging market countries.
Foreign Currencies Transactions (Cambria Global Income and
Currency Strategies ETF, Cambria Foreign Shareholder Yield ETF, Cambria Emerging Shareholder Yield ETF)
A Fund may hold funds in bank deposits in U.S. or foreign currency,
including during the completion of investment programs. For additional currency exposure, a Fund may also conduct currency exchange
transactions either on a spot (cash) basis at the spot rate prevailing in the foreign exchange market or by entering into a forward
currency contract. These transactions will expose the Fund to foreign currency fluctuations.
The prediction of currency movements is extremely difficult
and the successful execution of a speculative strategy is highly uncertain. Should exchange rates move in an unexpected manner,
a Fund may not achieve the anticipated benefits of the transaction, or it may realize losses. The successful use of forward currency
contracts will usually depend on Cambria’s ability to forecast accurately currency exchange rate movements and its skill
in analyzing and predicting currency values. There is no assurance that Cambria’s use of forward currency contracts will
be advantageous to a Fund or that Cambria will hedge exposures at an appropriate time. The precise matching of forward contract
amounts and the value of the securities involved is generally not possible because the value of such securities, measured in the
foreign currency, will change after the forward currency contract has been established. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Further, under
certain circumstances, a Fund may have to limit its currency transactions to qualify as a “regulated investment company”
under the Code or to maintain its exception from registration as a commodity pool operator under the CEA.
Forward contracts may be considered “derivatives”
— financial instruments whose performance is derived, at least in part, from the performance of another asset (such as a
security, currency or an index of securities). A forward currency contract involves an obligation to purchase or sell a specific
amount of a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the date
of the contract agreed upon by the parties, at a price set at the time of the contract.
At or before settlement of a forward currency contract, a Fund
may either deliver the currency or terminate its contractual obligation to deliver the currency by purchasing an offsetting contract;
or, if the forward currency contract is cash settled, pay or receive the difference between its and its counterparty’s obligations
under the contract. If a Fund makes delivery of a currency at or before the settlement of a forward contract, it may be required
to obtain the currency through the conversion of assets into the currency. A Fund may close out a forward contract obligating it
to purchase currency by selling an offsetting contract. If a Fund engages in an offsetting transaction, it may later enter into
a new forward currency contract to sell the currency. If a Fund engages in an offsetting transaction, it will incur a gain or loss
to the extent that there has been movement in forward currency contract prices.
Forward currency contracts have historically been individually
negotiated and privately traded by currency traders and their customers, though in the future they may become centrally cleared.
These contracts may result in a loss if a counterparty, including a central clearing agency, does not perform as expected or becomes
insolvent. In the event of insolvency of a counterparty, a Fund might be unable to close out a forward currency contract at any
time prior to maturity or, even if it entered an offsetting transaction with a second counterparty, the Fund would continue to
be subject to settlement risk relating to the transaction with the insolvent counterparty.
A Fund may enter into forward contracts for a variety of reasons,
including hedging and extracting investment returns.
Hedging.
With respect to hedging, a Fund may invest in
forward currency contracts to hedge either specific transactions (transaction hedging) or portfolio positions (position hedging).
Transaction hedging is the purchase or sale of forward currency contracts with respect to specific receivables or payables of a
Fund in connection with the purchase and sale of portfolio securities. Position hedging is the sale of a forward currency contract
on a particular currency with respect to portfolio positions denominated or quoted in that currency.
Position hedging and transaction hedging generally involve a
Fund seeking to “lock in” the exchange rate between currencies. For example, if a Fund owned securities denominated
in euros, to effectuate a position hedge, it could enter into a forward currency contract to sell euros in return for U.S. dollars
to hedge against possible declines in the euro’s value. Such a hedge would tend to offset both positive and negative currency
fluctuations, but would not offset changes in security values caused by other factors. A Fund could also hedge the position by
selling another currency expected to perform similarly to the euro. This type of hedge, sometimes referred to as a proxy hedge,
could offer advantages in terms of cost, yield or efficiency, but generally would not hedge currency exposure as effectively as
a simple hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to
the currency in which the hedged securities are denominated.
Purchasing a forward currency contract to lock in the U.S. dollar
price of a security denominated in a foreign currency that the Fund intends to acquire may serve as a long hedge. Alternatively,
selling a forward currency contract to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale of a security
or a dividend or interest payment denominated in a foreign currency may serve as a short hedge. Currency hedges do not protect
against price movements in the securities that are attributable to other causes.
A Fund might seek to hedge against changes in the value of a
particular currency when no forward currency contracts on that currency are available or such forward currency contracts are more
expensive than certain other derivative instruments. In such cases, a Fund may seek to hedge against price movements in that currency
by entering into transactions using forward currency contracts on another currency or a basket of currencies, the values of which
Cambria believes will have a high degree of positive correlation to the value of the currency being hedged. The risk that movements
in the price of the forward currency contract will not correlate perfectly with movements in the price of the currency subject
to the hedging transaction is magnified when this strategy is used.
A Fund is not obligated to actively engage in currency hedging
transactions; therefore, a Fund may not attempt to hedge its exposure to a particular foreign currency at a time when doing so
might have avoided a loss. Further, a Fund may not be able to hedge against a currency devaluation that is so generally anticipated
that a Fund is unable to contract to sell the currency at a price above the devaluation level it anticipates.
Investing.
A Fund may invest in a combination of (i)
forward foreign currency contracts and U.S. dollar-denominated instruments or (ii) forward currency contracts and non-U.S. dollar-denominated
instruments to seek performance that is substantially the same as a direct investment in a foreign currency-denominated instrument.
This investment technique creates a “synthetic” position in the particular foreign-currency instrument whose performance
Cambria is trying to duplicate. For example, the combination of U.S. dollar-denominated exchange-traded funds or money market instruments
with “long” forward currency exchange contracts creates a position economically equivalent to an instrument denominated
in the foreign currency itself.
A Fund also may use forward currency contracts to attempt to
enhance income or yield. A Fund could use forward currency contracts to increase its exposure to foreign currencies that Cambria
believes might rise in value relative to the U.S. dollar, or shift its exposure to foreign currency fluctuations from one country
to another. For example, if a Fund owned securities denominated in a foreign currency and Cambria believed that currency would
decline relative to another currency, it might enter into a forward currency contract to sell an appropriate amount of the first
foreign currency, with payment to be made in the second foreign currency. This is accomplished through contractual agreements to
purchase or sell a specified currency at a specified future date and price set at the time of the contract.
Forward currency contracts may involve the sale of U.S. dollars
and the purchase of a foreign currency, or may be foreign cross-currency contracts involving the sale of one foreign currency and
the purchase of another foreign currency. Such foreign cross-currency contracts may be considered a hedging strategy rather than
a speculative strategy if a Fund’s commitment to purchase the new (more favorable) currency is limited to the market value
of the Fund’s securities denominated in the old (less favorable) currency.
With respect to transactions not entered into for hedging purposes,
a Fund’s custodian bank maintains, in a separate account of the Fund, liquid assets, such as cash, short-term securities
and other liquid securities (marked to the market daily), having a value equal to, or greater than, any commitments to purchase
currency on a forward basis.
Normally, consideration of the prospect for currency parities
will be incorporated into the longer term investment decisions made with regard to overall diversification strategies. However,
Cambria believes that it is important to have the flexibility to enter into such forward currency contracts when it determines
that the best interests of a Fund will be served.
Conversion.
Although a Fund values its assets daily in
U.S. dollars, it does not convert its holdings of foreign currencies into U.S. dollars on a daily basis. A Fund will convert its
holdings from time to time, however, and incur the costs of currency conversion. Foreign exchange dealers do not charge a fee for
conversion, but they do realize a profit based on the difference between the prices at which they buy and sell various currencies.
Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, and offer to buy the currency at a lower rate if a Fund
tries to resell the currency to the dealer.
Settlement of transactions involving foreign currencies might
be required to take place within the country issuing the underlying currency. Thus, a Fund might be required to accept or make
delivery of the underlying foreign currency in accordance with any U.S. or foreign regulations regarding the maintenance of foreign
banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated with such delivery assessed
in the issuing country.
The value of a Fund
’
s
investments is calculated in U.S. dollars each day that the NYSE is open for business. As a result, to the extent that a Fund’s
assets are invested in instruments denominated in foreign currencies and the currencies depreciate relative to the U.S. dollar,
a Fund’s NAV per share as expressed in U.S. dollars (and, therefore, the value of your investment) should decrease. If the
U.S. dollar appreciates relative to the other currencies, the opposite should occur.
The currency-related gains and losses experienced by a Fund
will be based on changes in the value of portfolio securities attributable to currency fluctuations only in relation to the original
purchase price of such securities as stated in U.S. dollars. Gains or losses on shares of a Fund will be based on changes attributable
to fluctuations in the NAV of such shares, expressed in U.S. dollars, in relation to the original U.S. dollar purchase price of
the shares. The amount of appreciation or depreciation in a Fund’s assets also will be affected by the net investment income
generated by the money market instruments in which a Fund invests and by changes in the value of the securities that are unrelated
to changes in currency exchange rates.
Foreign currency transactions occurring in the interbank market
might involve substantially larger amounts than those involved in the use of such forward currency contracts. Therefore, a Fund
could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for
the underlying foreign currencies at prices that are less favorable than for round lots. There is no systematic reporting of last
sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market
sources be firm or revised on a timely basis. Quotation information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates might be less favorable. The interbank market in foreign
currencies is a global, round-the-clock market. To the extent the U.S. options or futures markets are closed while the markets
for the underlying currencies remain open, significant price and rate movements might take place in the underlying markets that
cannot be reflected in the markets for the forward currency contracts until they reopen.
Corporate Debt Securities (All Funds)
The rate of interest on a corporate debt security may be fixed,
floating or variable, and may vary inversely with respect to a reference rate. Debt securities may be acquired with warrants attached.
A Fund may invest in commercial interests, including commercial paper, master notes and other short-term corporate instruments
that are denominated in U.S. dollars. Commercial paper consists of short-term promissory notes issued by corporations. Commercial
paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating
amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the quality criteria of a Fund. The
interest rate on a master note may fluctuate based upon changes in specified interest rates, be reset periodically according to
a prescribed formula or be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand
future, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes are generally
illiquid and therefore subject to a Fund’s percentage limitations for investments in illiquid securities.
Securities rated Baa and BBB are the lowest that are considered
“investment grade” obligations. Moody’s describes securities rated Baa as “subject to moderate credit risk.
They are considered medium-grade and as such may possess certain speculative characteristics.” S&P describes securities
rated BBB as “regarded as having adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.” For securities
rated BBB, Fitch states that “…expectations of default risk are currently low…capacity for payment of financial
commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.”
Mortgage-Related and Other Asset-Backed Securities (Cambria
Global Income and Currency Strategies ETF)
Mortgage-related securities include mortgage pass-through securities,
collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals,
stripped mortgage-backed securities (“SMBSs”) and other securities that directly or indirectly represent a participation
in, or are secured by and payable from, mortgage loans on real property. The value of some mortgage- or asset-backed securities
may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities
may expose a Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related
security generally will decline; however, when interest rates are declining, the value of mortgage-related securities with prepayment
features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect
the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond
what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective
maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities
may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages
and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there
is no assurance that private guarantors or insurers will meet their obligations.
One type of SMBS has one class receiving all of the interest
from the mortgage assets (the interest-only, or “IO” class), while the other class will receive all of the principal
(the principal only, or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal
payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material
adverse effect on the Funds’ yield to maturity from these securities. The Funds may invest in other asset-backed securities
that have been offered to investors.
Other mortgage-related securities include securities other than
those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans
on real property, including mortgage dollar rolls, CMO residuals or SMBSs. Other mortgage-related securities may be equity or debt
securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage
loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships,
trusts and special purpose entities of the foregoing.
Asset-Backed Securities (Cambria Global Income and Currency
Strategies ETF)
Asset-backed securities (“ABS”) are bonds backed
by pools of loans or other receivables. ABS are created from many types of assets, including auto loans, credit card receivables,
home equity loans, and student loans. ABS are issued through special purpose vehicles that are bankruptcy remote from the issuer
of the collateral. The credit quality of an ABS transaction depends on the performance of the underlying assets. To protect ABS
investors from the possibility that some borrowers could miss payments or even default on their loans, ABS include various forms
of credit enhancement.
Some ABS, particularly home equity loan transactions, are subject
to interest-rate risk and prepayment risk. A change in interest rates can affect the pace of payments on the underlying loans,
which in turn affects total return on the securities. ABS also carry credit or default risk. If many borrowers on the underlying
loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally,
ABS have structure risk due to a unique characteristic known as early amortization, or early payout, risk. Built into the structure
of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction
and can include: a big rise in defaults on the underlying loans, a sharp drop in the credit enhancement level, or even the bankruptcy
of the originator. Once early amortization begins, all incoming loan payments are used to pay investors as quickly as possible.
Consistent with a Fund’s investment objectives and policies,
Cambria also may invest in other types of ABS.
Municipal Securities (Cambria Global Income and Currency
Strategies ETF)
Municipal securities include debt obligations issued by governmental
entities to obtain funds for various public purposes, such as the construction of a wide range of public facilities, the refunding
of outstanding obligations, the payment of general operating expenses, and the extension of loans to other public institutions
and facilities. Other types of municipal securities include short-term General Obligation Notes, Tax Anticipation Notes, Bond Anticipation
Notes, Revenue Anticipation Notes, Project Notes, Tax-Exempt Commercial Paper, Construction Loan Notes and other forms of short-term
tax-exempt loans. Such instruments are issued with a short-term maturity in anticipation of the receipt of tax funds, the proceeds
of bond placements or other revenues. An issuer’s obligations under its municipal securities are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the federal bankruptcy code,
and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest,
or both, or imposing other constraints upon the enforcement of such obligations or upon the ability of municipalities to levy taxes.
The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities
may be materially adversely affected by litigation or other conditions.
Municipal securities can be significantly affected by political
changes as well as uncertainties in the municipal market related to taxation, legislative changes, or the rights of municipal security
holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health
care, transportation and utilities, conditions in those sectors can affect the overall municipal market. In addition, changes in
the financial condition of an individual municipal insurer can affect the overall municipal market.
Municipal bonds, which generally have maturities of more than
one year when issued, are designed to meet longer-term capital needs. Some longer-term municipal bonds allow an investor to “put”
or sell the security at a specified time and price to the issuer or other “put provider.” If a put provider fails to
honor its commitment to purchase the security, a fund holding the security may have to treat the security’s final maturity
as its effective maturity, potentially increasing the volatility of the Fund.
The Fund may invest in municipal lease obligations. Municipal
leases frequently carry risks distinct from those associated with general obligation or revenue bonds. State constitutions and
statutes set requirements that states and municipalities must meet to incur debt. These may include voter referenda, interest rate
limits or public sale requirements. Many leases and contracts include no appropriation clauses, which provide that the governmental
issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by
the appropriate legislative body on a yearly or other periodic basis. Municipal lease obligations also may be subject to abatement
risk. For example, construction delays or destruction of a facility as a result of an uninsurable disaster that prevents occupancy
could result in all or a portion of a lease payment not being made.
Investing in the municipal bond market is subject to certain
risks. The amount of public information available about the municipal bonds held by the Fund is generally less than that for corporate
equities or bonds, and the investment performance of the Fund may therefore be more dependent on the analytical abilities of Cambria.
The secondary market for municipal bonds, particularly the lower-rated bonds, also tends to be less well developed or liquid than
many other securities markets, which may adversely affect a Fund’s ability to sell its bonds at attractive prices. The ability
of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns and
as governmental cost burdens are reallocated among federal, state and local governments. In addition, laws enacted in the future
by Congress or state legislatures or referenda could extend the time for payment of principal and/or interest, or impose other
constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers of municipal securities
might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, the Fund investing in the issuer’s
securities could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to
collect all principal and interest to which it is entitled.
Illiquid Securities (All Funds)
A Fund may invest up to 15% of
its net assets in illiquid securities. For this purpose, “illiquid securities” are securities that a Fund may not sell
or dispose of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the
securities.
A repurchase agreement maturing in more than seven days is considered illiquid,
unless it can be terminated after a notice period of seven days or less.
The Investment Adviser also may deem certain securities to be
illiquid as a result of Cambria’s receipt from time to time of material, non-public information about an issuer, which may
limit Cambria’s ability to trade such securities for the account of any of its clients, including a Fund. In some instances,
these trading restrictions could continue in effect for a substantial period of time.
At times, the inability to sell illiquid securities can make
it more difficult to determine their fair value for purposes of computing a Fund’s net asset value. The judgment of Cambria
normally plays a greater role in valuing these securities than in valuing publicly traded securities.
Investments in Other Investment Companies or Other Pooled
Investments (All Funds)
Each Fund may invest in the securities of other investment companies
to the extent permitted by law. Subject to applicable regulatory requirements, a Fund may invest in shares of both open- and closed-end
investment companies (including money market funds and ETFs). The market price for ETF and closed-end fund shares may be higher
or lower than, respectively, the ETF’s and closed-end fund’s NAV. Investing in another investment company exposes a
Fund to all the risks of that investment company and, in general, subjects it to a pro rata portion of the other investment company’s
fees and expenses. As a result, an investment by a Fund in an ETF or investment company could cause the Fund’s operating
expenses to be higher and, in turn, performance to be lower than if the Fund were to invest directly in the securities underlying
the ETF or investment company. A Fund also may invest in private investment funds, vehicles, or structures.
Tracking an Index (Cambria Foreign Shareholder Yield
ETF and Cambria Emerging Shareholder Yield ETF)
The Fund is managed with a passive investment strategy,
attempting to track the performance of the Underlying Index. This differs from an actively managed fund, which typically seeks
to outperform a benchmark index. As a result, the Fund may hold constituent securities of the Underlying Index regardless of the
current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in
securities regardless of market conditions or the performance of individual securities could cause a Fund’s return to be
lower than if the Fund employed an active strategy.
Tracking error is the
difference between a Fund’s
performance from that of the Underlying Index. This may occur due to an imperfect correlation between a Fund’s holdings
and those comprising the Underlying Index, pricing differences, a Fund’s holding of cash, differences in the timing of dividend
accruals, changes to the Underlying Index, or the need to meet regulatory requirements. This risk is heightened during times of
increased market volatility or other unusual market conditions. Further, as a new fund, there can be no assurance that it will
grow to or maintain an economically viable size, in which case it may experience greater tracking error to its Underlying Index
than it otherwise would at higher asset levels or it could ultimately liquidate.
An investment in each Fund should also be made with an understanding
that a Fund will not be able to replicate exactly the performance of its Underlying Index because the total return generated by
its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance of such securities and
other Fund expenses, whereas such transaction costs and expenses are not included in the calculation of its Underlying Index.
It is also possible that for short periods of time, a Fund may not fully replicate the performance of its Underlying Index due
to the temporary unavailability of certain Underlying Index securities in the secondary markets or due to other extraordinary
circumstances. Such events are unlikely to continue for an extended period of time because a Fund is required to correct such
imbalances by means of adjusting the composition of its portfolio securities. It is also possible that the composition of a Fund
may not exactly replicate the composition of its Underlying Index if the Fund has to adjust its portfolio securities in order
to qualify as a “regulated investment company” under the Code.
CFTC Regulation (All Funds)
Cambria may use non-deliverable (or “cash-settled”)
forward currency contracts to attempt to gain exposure to currencies or to otherwise manage the risks of a Fund’s investments.
Such forward contracts are considered to be derivatives.
The 2010 enactment of the Dodd-Frank Act resulted in historic
and comprehensive statutory reform of derivatives, including such forward contracts, and the manner in which they are designed,
negotiated, reported, executed, settled (or “cleared”) and regulated. The Dodd-Frank Act requires the SEC and the
CFTC to establish new regulation with respect to such derivatives. Some of the rules implementing the Dodd-Frank Act have not
been finalized, and the impact of these rules, including how they might apply to a Fund’s forward currency contracts, is
uncertain. For example, such contracts may be centrally cleared, as noted above and below in this SAI.
Central Clearing.
Forward currency contracts that are
centrally cleared are subject to the creditworthiness of the clearing organizations involved in the transaction. For example, an
investor could lose margin payments it has deposited with the clearing organization as well as the net amount of gains not yet
paid by the clearing organization if it breaches its agreement with the investor or becomes insolvent or goes into bankruptcy.
In the event of bankruptcy of the clearing organization, the investor may be entitled to the net amount of gains the investor is
entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organization’s
other customers, potentially resulting in losses to the investor.
To the extent a forward currency contract is not centrally cleared,
the use of forward currency contracts also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy
of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement.
The creditworthiness of firms with which a Fund enters into forward currency contracts will be monitored by Cambria. If a counterparty’s
creditworthiness declines, the value of the forward currency contract might decline, potentially resulting in losses to a Fund.
Changing conditions in a particular market area may have an adverse impact on the creditworthiness of the counterparty. For example,
the counterparty may have experienced losses as a result of its exposure to a sector of the market that adversely affect its creditworthiness.
If a default occurs by the other party to such transaction, a Fund may have contractual remedies pursuant to the agreements related
to the transaction, but exercising these remedies could take significant time and expense.
Commodity Pool Exclusion.
In February 2012, the CFTC
announced substantial amendments to the exclusion in its Regulation 4.5 for registered investment companies from registration as
a commodity pool operator (“CPO”). Under these amendments, if a Fund uses commodity interests (such as cash-settled
forward contracts) other than for
bona fide
hedging purposes (as defined by the CFTC), the aggregate initial margin and
premiums required to establish these positions (after taking into account unrealized profits and unrealized losses on any such
positions and excluding the amount by which options are “in-the-money” at the time of purchase) may not exceed 5% of
the Fund’s NAV. Alternatively, the aggregate net notional value of these positions, determined at the time the most recent
position was established, may not exceed 100% of the Fund’s NAV (after taking into account unrealized profits and unrealized
losses on any such positions). The CFTC amendments became effective on April 24, 2012, but the compliance date for the Funds is
their inception date.
Cambria has claimed the Regulation 4.5 exclusion from registration
as a CPO under the CEA, in its management of each Fund and intends to comply with one of the two alternative limitations described
above. To the extent these limits are approached, Cambria may not be able to take advantage of investment opportunities for a
Fund in order to comply with and maintain the exclusion.
Cover.
Transactions using derivative instruments, such
as forward currency contracts, may expose a Fund to an obligation to another party. Under such circumstances, each Fund will comply
with SEC guidelines regarding cover for these obligations and will, if the guidelines so require, set aside cash or liquid assets
in an account or on the books with its custodian in the prescribed amount as determined daily. Such cover will generally be either
(1) an offsetting (covered) position in securities, currencies or other options, futures contracts, forward contracts or swaps,
or (2) cash and liquid assets with a value, marked-to-market daily, sufficient to cover its potential obligations.
Assets used as cover or held in an account cannot be sold while
the position in the corresponding derivative is open, unless they are replaced with other appropriate assets. As a result, the
commitment of a large portion of a Fund’s assets to cover or to segregated accounts could impede portfolio management or
the Fund’s ability to meet redemption requests or other current obligations.
Turnover.
A Fund’s forward currency contracts activities
may affect its turnover rate. The sale or purchase of forward currency contracts may cause a Fund to sell or purchase related investments,
thus increasing its turnover rate.
Portfolio Turnover
The Funds are newly established. Accordingly, information on
the Funds’ portfolio turnover rates is not available as of the date of this SAI.
MANAGEMENT OF THE FUNDS
Trustees and Officers
The business and affairs of the Trust are managed by its officers
under the oversight of its Board. The Board sets broad policies for the Trust and may appoint Trust officers. The Board oversees
the performance of Cambria and the Trust’s other service providers. Each Trustee serves until his or her successor is duly
elected or appointed and qualified.
The Board is comprised of three Trustees. One Trustee and certain
of the officers of the Trust are directors, officers or employees of Cambria. The other Trustees are not “interested persons”
(as defined in Section 2(a)(19) of the Investment Company Act) of the Trust (the “Independent Trustees”). The fund
complex includes all Funds advised by Cambria (“Fund Complex”).
The Trustees, their age, term of office and length of time served,
their principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen and other
directorships, if any, held by each Trustee, are shown below. The officers, their age, term of office and length of time served
and their principal business occupations during the past five years, are shown below. Unless noted otherwise, the address of each
Trustee and each Officer is: c/o Cambria ETF Trust, 2321 Rosecrans Avenue, Suite 3225, El Segundo, CA 90245.
Name, Address,
Age
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served
|
|
Principal
Occupation
During Past 5
Years
|
|
Number of
Funds in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee During
Past 5 Years
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
Eric Leake
DOB: 1970
|
|
Trustee
|
|
Since 2013
|
|
Partner and Chief Investment Officer, Anchor Capital Management Group, Inc. (since 1996).
|
|
4
|
|
Board Member, National Association of Active Investment Management (NAAIM) (2008-2010).
|
Dennis G. Schmal
DOB: 1948
|
|
Trustee
|
|
Since 2013
|
|
Self-employed consultant (since 2003).
|
|
4
|
|
Director, Genworth GuideMark Mutual Funds (2007-present); Trustee, Grail Advisors ETF
Trust (2009-2011); Director, MCF Corp. (financial services) (2003-present); Director and Chairman, Pacific Metrics Corporation
(2005-present) (educational services); Director and Chairman, Sitoa Global (2011-present) (e-commerce); Director, Varian Semiconductor
(2004-2011); Trustee, Wells Fargo ASGI Hedge Funds (2008-present).
|
Interested Trustee*
|
|
|
|
|
|
|
|
|
|
|
Eric W. Richardson
DOB: 1966
|
|
Trustee and President of the Trust
|
|
Trustee and President since 2012.
|
|
Co-founder and Chief Executive Officer, Cambria Investment Management, L.P. (2006-present);
Manager, Cambria Indices, LLC (2013 - present)
|
|
4
|
|
None
|
* Mr. Richardson is an “interested person,” as defined
by the Investment Company Act, because of his employment with and ownership interest in Cambria.
Officers
Name,
Address, Age
|
|
Position(s) Held with
Trust
|
|
Term of Office and
Length of Time Served
|
|
Principal Occupation
During Past 5 Years
|
Martin Dziura
DOB: 1959
|
|
Chief Compliance Officer
|
|
Since 2013
|
|
Managing Director, Cipperman Compliance Service (2010 to present); Chief Compliance
Officer, Hanlon Investment Management (2009 to 2010); Vice President - Compliance, Morgan Stanley Investment Management (2000-2009).
|
|
|
|
|
|
|
|
Mebane Faber
DOB: 1977
|
|
Vice President
|
|
Since 2012
|
|
Co-founder and Chief Investment Officer, Cambria Investment Management, L.P. (2006-present);
Manager, Cambria Indices, LLC (2013 - present); Co-founder and Writer, Alphaclone (investing research website) (2008-present)
|
|
|
|
|
|
|
|
Carolyn Mead
DOB: 1957
|
|
Assistant Secretary
|
|
Since 2013
|
|
Counsel, SEI Investments (2007-present).
|
|
|
|
|
|
|
|
Peter Rodriguez
DOB: 1962
|
|
Principal Financial Officer
|
|
Since 2013
|
|
Director, Fund Accounting, SEI Investments Global Fund Services (March 2011, September
2002 to March 2005 and 1997-2002); Director, Mutual Fund Trading, SEI Private Trust Company (May 2009 to February 2011); Director,
Asset Data Services, Global Wealth Services (June 2006 to April 2009); Director, Portfolio Accounting, SEI Investments Global
Fund Services (March 2005 to June 2006).
|
Additional Information About the Trustees
The following provides information additional to that set forth
in the table above regarding other relevant qualifications, experience, attributes or skills applicable to each Trustee.
Eric Leake: Mr. Leake has extensive experience in the investment
management industry as a partner and chief investment officer of an investment adviser.
Eric W. Richardson: Mr. Richardson has extensive experience
in the investment management industry, including as a portfolio manager, and a corporate and securities attorney.
Dennis G. Schmal: Mr. Schmal has extensive experience in the
investment management industry, including as a member of senior management of the investment company audit practice at a large
public accounting firm, as well as service on multiple boards of directors overseeing public companies, registered investment companies
and private funds.
The Board has determined that each Trustee on an individual
basis and in combination with the other Trustees is qualified to serve, and should serve, on the Board. To make this determination
the Board considered a variety of criteria, none of which in isolation was controlling. Among other things, the Board considered
each Trustee’s experience, qualifications, attributes and skills.
Board Structure
Mr. Richardson is considered to be an Interested Trustee and
serves as Chairman of the Board. The Chairman’s responsibilities include: setting an agenda for each meeting of the Board;
presiding at all meetings of the Board and, if present, meetings of the Independent Trustees; and, serving as a liaison between
the other Trustees, Trust officers, management personnel and counsel.
The Board believes that having an interested Chairman, who is
familiar with Cambria and its operations, while also having two-thirds of the Board composed of Independent Trustees, strikes an
appropriate balance that allows the Board to benefit from the insights and perspective of a representative of management while
empowering the Independent Trustees with the ultimate decision-making authority. The Board has not appointed a lead Independent
Trustee at this time. The Board does not believe that an independent Chairman or lead Independent Trustee would enhance the Board’s
effectiveness, as the relatively small size of the Board allows for diverse viewpoints to be shared and for effective communications
between and among Independent Trustees and management so that meetings proceed efficiently. Independent Trustees have effective
control over the Board’s agenda because they form a majority of the Board and can request presentations and agenda topics
at Board meetings.
The Board holds four regularly scheduled meetings each year,
at least two of which are in person. The Board may hold special meetings, as needed, either in person or by telephone, to address
matters arising between regular meetings. The Independent Trustees meet separately at each regularly scheduled in-person meeting
of the Board; during a portion of each such separate meeting management is not present. The Independent Trustees may also hold
special meetings, as needed, either in person or by telephone.
The Board conducts a self-assessment on an annual basis, as
part of which it considers whether the structure of the Board and its Committees is appropriate under the circumstances. Based
on such self-assessment, among other things, the Board will consider whether its current structure is appropriate. As part of this
self-assessment, the Board will consider several factors, including the number of Funds overseen by the Board, their investment
objectives, and the responsibilities entrusted to Cambria and other service providers with respect to the oversight of the day-to-day
operations of the Trust and the Funds.
The Board sets broad policies for the Trust and may appoint
Trust officers. The Board oversees the performance of Cambria and the Trust’s other service providers. As part of its oversight
function, the Board monitors Cambria’s risk management, including, as applicable, its management of investment, compliance
and operational risks, through the receipt of periodic reports and presentations. The Board has not established a standing risk
committee. Rather, the Board relies on Trust officers, advisory personnel and service providers to manage applicable risks and
report exceptions to the Board in order to enable it to exercise its oversight responsibility. To this end, the Board receives
reports from such parties at least quarterly, including, but not limited to, investment and/or performance reports, distribution
reports, Rule 12b-1 reports, valuation and internal controls reports. Similarly, the Board receives quarterly reports from the
Trust’s chief compliance officer (“CCO”), including, but not limited to, a report on the Trust’s compliance
program, and the Independent Trustees have an opportunity to meet separately each quarter with the CCO. The CCO typically provides
the Board with updates regarding the Trust’s compliance policies and procedures, including any enhancements to them. The
Board expects all parties, including, but not limited to, Cambria, service providers and the CCO, to inform the Board on an intra-quarter
basis if a material issue arises that requires the Board’s oversight.
The Board generally exercises its oversight as a whole, but
has delegated certain oversight functions to an Audit Committee. The function of the Audit Committee is discussed in detail below.
Committees
The Board currently has two standing committees: an Audit Committee
and a Nominating Committee. Each Independent Trustee serves on each of these committees.
The purposes of the Audit Committee are to: (1) oversee generally
each Fund’s accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal
controls of certain service providers; (2) oversee the quality, integrity, and objectivity of each Fund’s financial statements
and the independent audit thereof; (3) assist the full Board with its oversight of the Trust’s compliance with legal and
regulatory requirements that relate to each Fund’s accounting and financial reporting, internal controls and independent
audits; (4) approve, prior to appointment, the engagement of the Trust’s independent auditors and, in connection therewith,
to review and evaluate the qualifications, independence and performance of the Trust’s independent auditors; and (5) act
as a liaison between the Trust’s independent auditors and the full Board.
The purposes of the Nominating Committee are, among other things,
to: (1) identify and recommend for nomination candidates to serve as Trustees and/or on Board committees who are not “interested
persons” as defined in Section 2(a)(19) of the Investment Company Act (“Interested Person”) of the Trust
and who meet any independence requirements of Exchange Rule 5.3(k)(1) or the applicable rule of any other exchange on which shares
of the Trust are listed; (2) evaluate and make recommendations to the full Board regarding potential trustee candidates who are
Interested Persons of the Trust; and (3) review periodically the workload and capabilities of the Trustees and, as the Committee
deems appropriate, to make recommendations to the Board if such a review suggests that changes to the size or composition of the
Board and/or its committees are warranted. The Committee will generally not consider potential candidates for nomination identified
by shareholders.
Compensation of Trustees.
The Independent Trustees were
elected to the Board of the Trust effective April 25, 2013 and prior to that date had not received any compensation from the Funds.
The Trust’s officers and any interested Trustees receive no compensation directly from the Trust.
The Independent Trustees determine the amount of compensation
that they receive. In determining compensation for the Independent Trustees, the Independent Trustees take into account a variety
of factors including, among other things, their collective significant work experience (
e.g
., in business and finance, government
or academia). The Independent Trustees also recognize that these individuals’ advice and counsel are in demand by other organizations,
that these individuals may reject other opportunities because of the time demands of their duties as Independent Trustees, and
that they undertake significant legal responsibilities. The Independent Trustees also consider the compensation paid to independent
board members of other mutual fund complexes of comparable size.
Independent Trustees are paid $2,500 per quarter for attendance
at meetings of the Board and the Chairman of the Audit Committee receives an additional $2,500 per quarter. All Trustees are reimbursed
for their travel expenses and other reasonable out-of-pocket expenses incurred in connection with attending Board meetings. The
Trust does not accrue pension or retirement benefits as part of the Funds’ expenses, and Trustees are not entitled to benefits
upon retirement from the Board.
The Trust commenced operations in 2013 and has not had operations
for a full year. The table shows the estimated compensation that is contemplated to be paid to Trustees for a full year by the
Fund Complex:*
Independent Trustees
|
|
Compensation
|
|
|
Compensation Deferred
|
|
|
Total Compensation from the Fund
Complex Paid to Trustee
|
|
Eric Leake
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
10,000
|
|
Dennis G. Schmal
|
|
$
|
20,000
|
|
|
$
|
0
|
|
|
$
|
20,000
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric W. Richardson**
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
* Trustee compensation is allocated across the Funds of the
Fund Complex on the basis of assets under management.
** Mr. Richardson is an “interested person,” as
defined by the Investment Company Act, because of his employment with and ownership interest in Cambria.
Equity Ownership of Trustees.
As of December
31, 2012, the Trustees did not own any of the outstanding Shares of the Funds as the Funds were not operational prior to that
date.
As of December 31, 2012, none of the Independent Trustees
or their immediate family members beneficially owned any securities in any investment adviser or principal underwriter of the
Trust, or in any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter of the Trust.
Codes of Ethics
The Board, on behalf of the Trust, has adopted a Code of Ethics
pursuant to Rule 17j-1 under the Investment Company Act. In addition, Cambria and the Distributor each have adopted a Code of Ethics
pursuant to Rule 17j-1. These Codes of Ethics (each a “Code of Ethics” and together the “Codes of Ethics”)
apply to the personal investing activities of trustees, directors, officers and certain employees (“access persons”).
Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities
by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are
required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required
to obtain approval before investing in private placements and are prohibited from investing in IPOs. Copies of the Codes of Ethics
are on file with the SEC, and are available to the public.
Proxy Voting
The Board has delegated to Cambria the responsibility to vote
proxies related to the securities held in the Funds’ portfolios. Under this authority, Cambria is required by the Board to
vote proxies related to portfolio securities in the best interests of each Fund and its shareholders.
The
Investment Adviser will vote such proxies in accordance with its proxy policies and procedures, which are included in Appendix
A to this SAI. The Board will periodically review a Fund’s proxy voting record.
The Trust will annually disclose
its complete proxy voting record on Form N-PX. The Trust’s most
recent Form N-PX is available without charge, upon
request, by calling 855-ETF-INFO (383-4636). The Trust’s Form N-PX also is available on the SEC’s website at
www.sec.gov
.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
Cambria owns all of the initial Shares issued by the Funds prior
to the commencement of investment operations and the public launch of the Funds. No other person owns of record or is known by
the Funds to own beneficially 5% or more of the Funds’ outstanding equity securities.
INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Advisory Agreement
Under an investment advisory agreement between Cambria and the
Trust, on behalf of each Fund (“Management Agreement”), each Fund pays Cambria a fee at an annualized rate, which is
calculated daily and paid monthly, based on its average daily net assets, set forth in the table below:
Fund
|
|
Advisory Fee
|
|
Cambria Global Income and Currency Strategies ETF
|
|
|
0.69
|
%
|
Cambria Shareholder Yield ETF
|
|
|
0.59
|
%
|
Cambria Foreign Shareholder Yield ETF
|
|
|
0.59
|
%
|
Cambria Emerging Shareholder Yield ETF
|
|
|
0.59
|
%
|
Cambria manages the investment and the reinvestment of the
assets of each of the Funds, in accordance with the investment objectives, policies, and limitations of the Funds, subject to
the general supervision and control of the Board. Cambria is a registered investment adviser under the Investment Advisers Act
of 1940 and is limited partnership organized under the laws of Delaware. The address of Cambria is 2321 Rosecrans Avenue, Suite
3225, El Segundo, CA 90245. Mebane Faber, Eric Richardson, Angel Reyes, IV Descendants Trust and Sofia Reyes Descendants Trust
are limited partners and Cambria GP, LLC is the general partner. Cambria GP, LLC is owned by Mebane Faber and Eric Richardson.
Cambria was founded in 2006 and provides investment advisory services to registered and unregistered investment companies, individuals
(including high net worth individuals), pensions and charitable organizations. As of [September 5], 2013, Cambria manages approximately
$[215] million.
Under the Management Agreement, Cambria bears all of the costs
of each of the Funds, except for the advisory fee, payments under each Fund’s 12b-1 plan, brokerage expenses, acquired fund
fees and expenses, taxes, interest (including borrowing costs and dividend expenses on securities sold short), litigation expenses
and other extraordinary expenses (including litigation to which the Trust or a Fund may be a party and indemnification of the Trustees
and officers with respect thereto).
The Management Agreement provides that Cambria will not be liable
for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Management
Agreement relates, but will be liable to the Trust and its shareholders only for willful misfeasance, bad faith, or gross negligence
on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder.
The Management Agreement also provides that Cambria may engage
in other businesses, devote time and attention to any other business whether of a similar or dissimilar nature, and render investment
advisory services to others.
The Management Agreement with respect to a Fund will remain
in effect for two (2) years from its effective date and thereafter continue in effect for as long as its continuance is specifically
approved at least annually, by (1) the vote of the Trustees or by a vote of a majority of the shareholders of a Fund, and (2) by
the vote of a majority of the Trustees who are not parties to the Management Agreement or Interested Persons of any person thereto,
cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement for a Fund provides that
it may be terminated at any time, without the payment of any penalty, by the Board of Trustees or, with respect to a Fund, by a
majority of the outstanding shares of the Fund, on 60 days’ written notice to Cambria, and by Cambria upon 60 days’
written notice and that it shall be automatically terminated if it is assigned.
Custodian and Transfer Agent
Brown Brothers Harriman & Co. (“BBH”), located
at 40 Water Street, Boston, Massachusetts 02109, serves as the Custodian and Transfer Agent of each Fund’s assets.
As
Custodian, BBH has agreed to:
(1) make receipts and disbursements of money on behalf of a Fund, (2) collect and receive
all income and other payments and distributions on account of a Fund’s portfolio investments, and (3) make periodic reports
to a Fund concerning the Fund’s operations. BBH does not exercise any supervisory function over the purchase and sale of
securities. As compensation for these services, the Custodian receives certain out-of-pocket costs, transaction fees and asset-based
fees which are accrued daily and paid monthly by Cambria from its fees.
As Transfer Agent, BBH has agreed to: (1)
issue and redeem shares of each Fund in Creation Units, (2) make dividend and other distributions to shareholders of each Fund,
(3) maintain shareholder accounts, and (4) make periodic reports to the Funds. As compensation for these services, the Transfer
Agent receives certain out-of-pocket costs and transaction fees which are accrued daily and paid monthly by Cambria from its fees.
Administrator
SEI Investments Global Funds Services (“SEI Global”),
located at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as Administrator, and Fund Accountant to each Fund. As Administrator,
SEI Global provides each Fund with all required general administrative services, including, without limitation, clerical and general
back office services; bookkeeping, internal accounting and secretarial services; the calculation of NAV; and the preparation and
filing of all reports, updates to registration statements, and all other materials required to be filed or furnished by a Fund
under federal and state securities laws. As compensation for these services, the Administrator receives certain out-of-pocket costs,
transaction fees and asset-based fees which are accrued daily and paid monthly by Cambria from its fees.
Index Provider
Cambria Indices, LLC (“Index Provider”) is the
index provider for the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF. The Index Provider was
formed as a Delaware limited liability company on September [ ], 2013 and is in the business of developing and maintaining financial
indexes, including the Underlying Indexes. The Index Provider is affiliated with Cambria because it is a wholly-owned subsidiary
of Cambria. The Index Provider has entered into an index licensing agreement (“Licensing Agreement”) with Cambria
to allow Cambria’s use of the Underlying Indexes for the operation of the Cambria Foreign Shareholder Yield ETF and Cambria
Emerging Shareholder Yield ETF. Cambria pays licensing fees to the Index Provider from Cambria’s management fees or other
resources. Cambria has, in turn, entered into a sub-licensing agreement (“Sub-Licensing Agreement”) with the Trust
to allow the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF to utilize the Underlying Indexes.
They do not pay fees to the Index Provider or to Cambria under the Sub-Licensing Agreement.
The Index Provider uses a proprietary rules-based methodology
to construct and maintain the Underlying Indexes for the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder
Yield ETF. An issuer must have a high ranking across a composite reading of the following characteristics to be eligible for inclusion
in an Underlying Index: (1) strong cash flows; (2) payment of dividends to shareholders; (3) net stock buybacks; and (4) net debt
paydown. Each of these requirements will be measured on a one-month to 12-month basis, and no single measurement will be dispositive.
Eligibility requirements for inclusion in an Underlying Index generally include: (1) incorporation in one of the countries listed
in the relevant Fund’s Prospectus, (2) market capitalization of at least $200 million as of the Underlying Index rebalance
date and a minimum stock price, and (3) certain daily trading volume minimums for the 30 days prior to the Underlying Index rebalance
date. Closed-end funds, mutual funds, exchange-traded funds, bonds, private companies, and companies that conducted an initial
public offering in the year prior to an Underlying Index rebalance date are not eligible for an Underlying Index. Pursuant to
the methodology of the Underlying Index, the 100 issuers that have exhibited, in the aggregate, the strongest cash flows, paid
the highest dividends to shareholders, and engaged in net stock buybacks and debt paydown will be identified for inclusion in
the Underlying Index. The Underlying Index will be weighted based only on publicly available data and will include screens to
limit its country, sector and industry concentration to seek to ensure its liquidity and investability. An Underlying Index is
rebalanced and reconstituted quarterly. New securities are added to an Underlying Index only during a rebalancing. In response
to market conditions, security weightings may fluctuate above or below a specified limit between Underlying Index rebalancings.
The Index Provider has retained an unaffiliated third party
to calculate each Underlying Index (the “Calculation Agent”). The Calculation Agent, using the applicable rules-based
methodology, will calculate, maintain and disseminate the Underlying Indexes on a daily basis. Changes to the constituents of
the Underlying Indexes made by the Index Provider or the Calculation Agent will be disclosed by the Index Provider on its website
at [ ].
PORTFOLIO MANAGERS
The following table provides information about the portfolio
managers who have day-to-day responsibility for management of the Funds. The reporting information is provided as of [ ], 2013:
|
|
Registered Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other
Accounts
|
|
|
Performance Fee
Accounts
|
|
Portfolio
Manager
|
|
Number of
Accounts
|
|
|
Total
Assets
(in
millions)
|
|
|
Number
of
Accounts
|
|
|
Total
Assets
(in
millions)
|
|
|
Number
of
Accounts
|
|
|
Total
Assets
(in
millions)
|
|
|
Number
of
Accounts
|
|
|
Total
Assets
(in
millions)
|
|
Mebane Faber
|
|
|
1
|
|
|
$
|
[67]
|
|
|
|
[2]
|
|
|
$
|
[32]
|
|
|
|
[24]
|
|
|
$
|
[12]
|
|
|
|
[1]
|
|
|
$
|
[1]
|
|
Eric Richardson
|
|
|
1
|
|
|
$
|
[67]
|
|
|
|
[2]
|
|
|
$
|
[32]
|
|
|
|
[24]
|
|
|
$
|
[12]
|
|
|
|
[1]
|
|
|
$
|
[1]
|
|
Potential Conflicts of Interest
The portfolio managers’ management of “other accounts”
may give rise to potential conflicts of interest in connection with their management of the Funds’ investments, on the one
hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the
Funds. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio
managers could favor one account over another. Another potential conflict could include the portfolio managers’ knowledge
about the size, timing and possible market impact of Fund trades, whereby a portfolio manager could use this information to the
advantage of other accounts and to the disadvantage of the Funds. However, Cambria has established policies and procedures to ensure
that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated. There can be no assurance
that these policies and procedures will be effective, however.
Compensation
Each portfolio manager owns an equity interest in Cambria and
their compensation is determined by the advisory fee revenue generated by the firm’s assets under management. Thus, portfolio
manager compensation is aligned with the interests of Cambria’s clients, including the Funds and their investors. The portfolio
managers may also earn a bonus each year based on the profitability of Cambria.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Brokerage Transactions
Portfolio changes will generally be implemented through in-kind
transactions for Creation Units; however, Cambria may execute brokerage transactions for a Fund and a Fund may incur brokerage
commissions, particularly during the early stages of the Funds’ development or in the case of transactions involving realized
losses. Also, a Fund may accept cash as part or all of an In-Kind Creation or Redemption Basket, in which case Cambria may need
to execute brokerage transactions for a Fund. Generally, equity securities are bought and sold through brokerage transactions for
which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases
from dealers serving as market makers will include a dealer’s mark-up or reflect a dealer’s mark-down. Money market
securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for
the securities. Generally, the Funds will not pay brokerage commissions for such purchases. When a debt security is bought from
an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities
bought from dealers serving as market makers will similarly include the dealer’s mark-up or reflect a dealer’s mark-down.
When a Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices
that are more favorable are otherwise obtainable.
In addition, Cambria may place a combined order, often referred
to as “bunching,” for two or more accounts it manages, including the Funds, engaged in the purchase or sale of the
same security or other instrument if, in its judgment, joint execution is in the best interest of each participant and will result
in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account
or Fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume
of the security that a particular account or a Fund may obtain, it is the opinion of Cambria and the Board that the advantages
of combined orders outweigh the possible disadvantages of separate transactions. In addition, in some instances a Fund effecting
the larger portion of a combined order may not benefit to the same extent as participants effecting smaller portions of the combined
order. Nonetheless, Cambria believes that the ability of a Fund to participate in higher volume transactions will generally be
beneficial to the Fund.
Because the Funds are newly organized, they have not incurred
brokerage commissions as of the date of this SAI.
Brokerage Selection
The Trust does not expect to use one particular broker-dealer
to effect the Trust’s portfolio transactions. When one or more broker-dealers is believed capable of providing the best combination
of price and execution, Cambria may not select a broker-dealer based on the lowest commission rate available for a particular transaction.
In such cases, Cambria may pay a higher commission than otherwise obtainable from other brokers in return for brokerage or research
services provided to Cambria consistent with Section 28(e) of the 1934 Act, which provides that Cambria may cause a Fund to pay
a broker-dealer a commission for effecting a transaction in excess of the amount of commission another broker-dealer would have
charged as long as Cambria makes a good faith determination that the amount of commission is reasonable in relation to the value
of the brokerage and research services provided by the broker-dealer. To the extent Cambria obtains brokerage and research services
that it otherwise would acquire at its own expense, Cambria may have an incentive to place a greater volume of transactions or
pay higher commissions than would otherwise be the case.
The Investment Adviser will only obtain brokerage and research
services from broker-dealers in arrangements that are consistent with Section 28(e) of the 1934 Act. The types of products and
services that Cambria may obtain from broker-dealers through such arrangements will include research reports and other information
on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments,
technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis.
The Investment Adviser may use products and services provided by brokers in servicing all of its client accounts and not all such
products and services may necessarily be used in connection with the account that paid commissions to the broker-dealer providing
such products and services. Any advisory or other fees paid to Cambria are not reduced as a result of the receipt of brokerage
and research services.
In some cases Cambria may receive a product or service from
a broker that has both a “research” and a “non-research” use. When this occurs, Cambria will make a good
faith allocation between the research and non-research uses of the product or service. The percentage of the service that is used
for research purposes may be paid for with brokerage commissions, while Cambria will use its own funds to pay for the percentage
of the service that is used for non-research purposes. In making this good faith allocation, Cambria faces a potential conflict
of interest, but Cambria believes that its allocation procedures are reasonably designed to appropriately allocate the anticipated
use of such products and services to research and non-research uses.
Because the Funds are newly organized, they have not directed
any transactions to brokers-dealers pursuant to an agreement or understanding, whereby the broker-dealer provides research or other
brokerage services to Cambria, as of the date of this SAI.
Brokerage with Fund Affiliates
Although not expected, the Funds may execute brokerage or other
agency transactions through registered broker-dealer affiliates of the Fund, Cambria, or the Distributor for a commission in conformity
with the Investment Company Act, the 1934 Act and rules promulgated by the SEC. Under the Investment Company Act and the 1934 Act,
affiliated broker-dealers are permitted to receive and retain compensation for effecting portfolio transactions for a Fund on an
exchange if a written contract is in effect between the affiliate and the Fund expressly permitting the affiliate to receive and
retain such compensation. These rules further require that commissions paid to the affiliate by a Fund for exchange transactions
not exceed
“
usual and customary” brokerage commissions. The rules define “usual and customary” commissions
to include amounts that are “reasonable and fair compared to the commission, fee or other remuneration received or to be
received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time.” The Board, including those who are not “interested persons”
of the Funds, has adopted procedures for evaluating the reasonableness of commissions paid to affiliates and reviews these procedures
periodically.
Securities of “Regular Broker-Dealers”
The Funds are required to identify any securities of their “regular
brokers and dealers” (as such term is defined in the Investment Company Act) that the Funds may hold at the close of their
most recent fiscal year. “Regular brokers and dealers” of the Trust are the ten brokers or dealers that, during the
most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions;
(ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar
amounts of the Trust’s shares. Because the Funds are newly organized, they have not completed a fiscal year and therefore
have not held any securities of their “regular brokers and dealers.”
THE DISTRIBUTOR
The Distributor is SEI Investments Distribution Co. (the “Distributor”),
1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
Shares will be continuously offered for sale by the Trust through
the Distributor only in Creation Units, as described below under “Transactions in Creation Units.” Shares in less than
Creation Units are not distributed by the Distributor. The Distributor also acts as agent for the Trust. The Distributor will deliver
a Prospectus to persons purchasing Shares in Creation Units and will maintain records of both orders placed with it and confirmations
of acceptance furnished by it. The Distributor is a broker-dealer registered under the 1934 Act and a member of the Financial Industry
Regulatory Authority, Inc. The Distributor has no role in determining the investment policies of the Funds or which securities
are to be purchased or sold by the Funds.
The Board has adopted a Distribution and Service Plan pursuant
to Rule 12b-1 under the Investment Company Act (“Plan”). In accordance with its Plan, each Fund is authorized to pay
an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities. In addition, if the
payment of management fees by a Fund is deemed to be indirect financing by the Fund of the distribution of its shares, such payment
is authorized by the Plan. The Plan specifically recognizes that Cambria may use management fee revenue, as well as past profits
or other resources, to pay for expenses incurred in connection with providing services intended to result in the sale of Shares.
The Investment Adviser may pay amounts to third parties for distribution or marketing services on behalf of the Funds.
The Plan was adopted in order to permit the implementation of
the Funds’ method of distribution. No fees are currently paid by any Fund under a Plan, however, and there are no current
plans to impose such fees. In the event such fees were to be charged, over time they would increase the cost of an investment in
a Fund because they would be paid on an ongoing basis. If fees were charged under each Plan, the Trustees would receive and review
at the end of each quarter a written report provided by the Distributor of the amounts expended under the Plan and the purpose
for which such expenditures were made.
Each Plan will remain in effect for a period of one year and
is renewable from year to year with respect to a Fund, so long as its continuance is approved at least annually (1) by the
vote of a majority of the Trustees and (2) by a vote of the majority of those Independent Trustees who have no direct or indirect
financial interest in the Plan (“Rule 12b-1 Trustees”), cast in person at a meeting called for the purpose of voting
on such approval. The Plans may not be amended to increase materially the amount of fees paid by any Fund unless such amendment
is approved by an Investment Company Act majority vote of the outstanding shares and by the Fund Trustees in the manner described
above. A Plan is terminable with respect to a Fund at any time by a vote of a majority of the Rule 12b-1 Trustees or by an Investment
Company Act majority vote of the outstanding shares.
ACCOUNTING AND LEGAL SERVICE PROVIDERS
Independent Registered Public Accounting Firm
PricewaterhouseCoopers, LLP, Two Commerce Square, Suite 1700,
2001 Market Street, Philadelphia, Pennsylvania 19103, serves as the Funds’ independent registered public accounting firm.
The independent registered public accounting firm is responsible for auditing the annual financial statements of the Funds.
Legal Counsel
K&L Gates LLP, located at 1601 K Street, NW, Washington,
DC 20006, serves as legal counsel to the Trust.
ADDITIONAL INFORMATION CONCERNING
SHARES
Organization and Description of Shares of Beneficial Interest
The Trust is a Delaware statutory trust and registered open-end
investment company. The Trust was organized on September 9, 2011 and has authorized capital of unlimited Shares of beneficial
interest of no par value that may be issued in more than one class or series. Currently, the Trust consists of two actively managed
series, the Cambria Global Income and Currency Strategies ETF and the Cambria Shareholder Yield ETF, and two series that are passively
managed and seek investment results that correspond (before fees and expenses) generally to the price and yield performance of
their respective Underlying Index, the Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder Yield ETF. Only
the Cambria Shareholder Yield ETF has commenced operations as of the date of this SAI. The Board may designate additional series
and classify Shares of a particular series into one or more classes of that series.
Under Delaware law, the Trust is not required to hold an annual
shareholders meeting if the Investment Company Act does not require such a meeting. Generally, there will not be annual meetings
of Trust shareholders, but if requested in writing by shareholders of at least 25% of the outstanding Shares of the Trust, the
Trust will call a meeting of shareholders. Shareholders holding two-thirds of Shares outstanding of the relevant Fund may remove
Trustees from office by votes cast at a meeting of Trust shareholders or by written consent.
All Shares are freely transferable. Shares will not have preemptive
rights or cumulative voting rights, and none of the Shares will have any preference to conversion, exchange, dividends, retirements,
liquidation, redemption, or any other feature. Shares have equal voting rights. The Trust Instrument confers upon the Board the
power, by resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares of a Fund may be individually
redeemable. The Trust reserves the right to adjust the stock prices of Shares to maintain convenient trading ranges for investors.
Any such adjustments would be accomplished through stock splits or reverse stock splits that would have no effect on the NAV of
a Fund.
The Trust Instrument of the Trust disclaims liability of the
shareholders or the officers of the Trust for acts or obligations of the Trust that are binding only on the assets and property
of the Trust. The Trust Instrument provides for indemnification out of a Fund’s property for all loss and expense of the
Fund’s shareholders being held personally liable solely by reason of his or her being or having been a shareholder and not
because of his or her acts or omissions or for some other reason. The risk of a Trust shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which a Fund itself would not be able to meet the Trust’s obligations
and this risk should be considered remote.
If a Fund does not grow to a size to permit it to be economically
viable, the Fund may cease operations. In such an event, shareholders may be required to liquidate or transfer their Shares at
an inopportune time and shareholders may lose money on their investment.
Book Entry Only System
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled “Book Entry.”
DTC acts as Securities Depository for Shares. Shares of the
Funds are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC, a limited purpose trust company, was created to hold securities
of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions
among the DTC Participants in such securities through electronic book entry changes in accounts of the DTC Participants, thereby
eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own
DTC. More specifically, DTC is owned by a number of its DTC Participants and by NYSE and FINRA. Access to the DTC system is also
available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of Shares is limited to DTC Participants,
Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial
interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on,
and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the
records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial
Owners will receive from or through the DTC Participant a written confirmation relating to their purchase and sale of Shares.
Conveyance of all notices, statements and other communications
to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to
make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of a Fund held by each
DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly
or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement
or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such
notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners.
In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant
to such transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, Cede
& Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall immediately
credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares
of a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners
of Shares held through such DTC Participants will be governed by standing instructions and customary practices, and will be the
responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect
of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such
Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other
aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect
to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at
a comparable cost.
TRANSACTIONS IN CREATION UNITS
Each Fund sells and redeems Shares in Creation Units on a continuous
basis through the Distributor, without a sales load, at the NAV next determined after receipt of an order in proper form on any
Business Day.
As of the date of this SAI, the NYSE observes the following holidays: New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
No Fund will issue fractional Creation Units.
A Creation Unit is an aggregation of 50,000 Shares. The
Board may declare a split or a consolidation in the number of Shares outstanding of a Fund or Trust, and make a corresponding change
in the number of Shares in a Creation Unit.
To purchase or redeem any Creation Units from a Fund, you must
be, or transact through, an Authorized Participant. In order to be an Authorized Participant, you must be either a broker-dealer
or other participant (“Participating Party”) in the Continuous Net Settlement System (“Clearing Process”)
of the National Securities Clearing Corporation (“NSCC”) or a participant in DTC with access to the DTC system (“DTC
Participant”), and you must execute an agreement (“Participant Agreement”) with the Distributor that governs
transactions in the Fund’s Creation Units.
Transactions by an Authorized Participant that is a Participating
Party using the NSCC system are referred to as transactions “through the Clearing Process.” Transactions by an Authorized
Participant that is a DTC Participant using the DTC system are referred to as transactions “outside the Clearing Process.”
Investors who are not Authorized Participants but want to transact
in Creation Units may contact the Distributor for the names of Authorized Participants.
An Authorized
Participant may require investors to enter into a separate agreement to transact through it for Creation Units and may require
orders for purchases of shares placed with it to be in a particular form.
Investors should be aware that their broker may
not be an Authorized Participant and, therefore, may need to place any order to purchase or redeem Creation Units through another
broker or person that is an Authorized Participant, which may result in additional charges.
There are
expected to be a limited number of Authorized Participants at any one time.
Orders must be transmitted by an Authorized Participant by telephone
or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement. Market
disruptions and telephone or other communication failures may impede the transmission of orders.
Purchasing Creation Units
Fund Deposit
.
The consideration for a Creation
Unit of a Fund is the Fund Deposit. The Fund Deposit will consist of the In-Kind Creation Basket and Cash Component, or an all
cash payment (“Cash Value”), as determined by Cambria to be in the best interest of the Fund. Because any short positions
in the Fund’s portfolio cannot be transferred in-kind, they will be represented by cash in the Cash Component and not in
the In-Kind Creation Basket.
The Cash Component will typically include a “Balancing
Amount” reflecting the difference, if any, between the NAV of a Creation Unit and the market value of the securities in the
In-Kind Creation Basket. If the NAV per Creation Unit exceeds the market value of the securities in the In-Kind Creation Basket,
the purchaser pays the Balancing Amount to a Fund. By contrast, if the NAV per Creation Unit is less than the market value of the
securities in the In-Kind Creation Basket, a Fund pays the Balancing Amount to the purchaser. The Balancing Amount ensures that
the consideration paid by an investor for a Creation Unit is exactly equal to the value of the Creation Unit.
The Transfer Agent, in a portfolio composition file sent via
the NSCC, generally makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently
9:30 a.m., Eastern time), a list of the names and the required number of shares of each security in the In-Kind Creation Basket
to be included in the current Fund Deposit for each Fund (based on information about the Fund’s portfolio at the end of the
previous Business Day) (subject to amendment or correction). If applicable, the Transfer Agent, through the NSCC, also makes available
on each Business Day, the estimated Cash Component or Cash Value, effective through and including the previous Business Day, per
Creation Unit.
The announced Fund Deposit is applicable, subject to any adjustments
as described below, for purchases of Creation Units of the Funds until such time as the next-announced Fund Deposit is made available.
From day to day, the composition of the In-Kind Creation Basket may change as, among other things, corporate actions and investment
decisions by Cambria
are implemented for a Fund’s portfolio.
All questions as to the composition of the In-Kind Creation Basket and the validity, form, eligibility, and acceptance for deposit
of any securities shall be determined by a Fund, and the Fund’s determination shall be final and binding. Each Fund reserves
the right to accept a nonconforming (
i.e
., custom) Fund Deposit.
Payment of any stamp duty or the like shall be the sole responsibility
of the Authorized Participant purchasing a Creation Unit. The Authorized Participant must ensure that all Deposit Securities properly
denote change in beneficial ownership.
Cash in lieu.
A Fund may, in its sole discretion, permit
or require the substitution of an amount of cash (“cash in lieu”) to be added to the Cash Component to replace any
security in the In-Kind Creation Basket. A Fund may permit or require cash in lieu when, for example, the securities in the In-Kind
Creation Basket may not be available in sufficient quantity for delivery or may not be eligible for transfer through the systems
of DTC or the Clearing Process. Similarly, a Fund may permit or require cash in lieu when, for example, the Authorized Participant
or its underlying investor is restricted under U.S. or local securities law or policies from transacting in one or more securities
in the In-Kind Creation Basket. Each Fund will comply with the federal securities laws in accepting securities in the In-Kind Creation
Basket, including the securities in the In-Kind Creation Basket that are sold in transactions that would be exempt from registration
under the 1933 Act. All orders involving cash in lieu are considered to be “custom orders.”
Order Cut-Off Time
.
For an order involving
a Creation Unit to be effectuated at a Fund’s NAV on a particular day, it must be received by the Distributor by or before
the deadline for such order (“Order Cut-Off Time”). The Order Cut-Off Time for creation and redemption orders for the
Funds is generally expected to be 4:00 p.m. Eastern time for In-Kind Creation and Redemption Baskets, and 3:00 p.m. Eastern time
for Cash Value transactions. Accordingly, In-Kind Creation and Redemption Baskets are expected to be accepted until the close of
regular trading on the Exchange on each Business Day, which is usually 4:00 p.m. Eastern time. On days when the Exchange or
bond markets close earlier than normal (such as the day before a holiday), the Order Cut-Off Time is expected to track the Exchange
closing and be similarly earlier than normal.
Custom orders typically clear outside the Clearing Process and,
therefore, like other orders outside the Clearing Process, may need to be transmitted early on the relevant Business Day to be
effectuated at that day’s NAV. A custom order may be placed when, for example, an Authorized Participant cannot transact
in a security in the In-Kind Creation or Redemption Basket and additional cash is included in a Fund Deposit or Fund Redemption
in lieu of such security. Custom orders may be required to be received by the Distributor by 3:00 p.m. Eastern time to be
effectuated based on a Fund’s NAV on that Business Day.
In all cases, cash and securities should be transferred to a
Fund by the “Settlement Date,” which is generally the Business Day immediately following the Transmittal Date for cash
and the third Business Day following the Transmittal Date for securities. Persons placing custom orders or orders involving Cash
Value should be aware of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve Bank wire system, which
may delay the delivery of cash and securities by the Settlement Date.
Placement of Creation Orders
.
All purchase orders
must be placed by or through an Authorized Participant. To order a Creation Unit, an Authorized Participant must submit an irrevocable
purchase order to the Distributor. In-kind (portions of) purchase orders will be processed through the Clearing Process when it
is available. The Clearing Process is an enhanced clearing process that is available only for certain securities and only to DTC
Participants that are also participants in the Clearing Process of the NSCC. In-kind (portions of) purchase orders not subject
to the Clearing Process will go through a manual clearing process run by DTC. Fund Deposits that include government securities
must be delivered through the Federal Reserve Bank wire transfer system (“Federal Reserve System”). Fund Deposits that
include cash may be delivered through the Clearing Process or the Federal Reserve System. Certain orders for the Funds may be made
outside the Clearing Process. In-kind deposits of securities for such orders must be delivered through the Federal Reserve System
(for government securities) or through DTC (for corporate securities).
Orders Using Clearing Process
. In connection with creation
orders made through the Clearing Process, the Distributor transmits, on behalf of the Authorized Participant, such trade instructions
as are necessary to effect the creation order. Pursuant to such trade instructions, the Authorized Participant agrees to deliver
the requisite Fund Deposit to the Trust, together with such additional information as may be required by the Distributor. An order
to create Creation Units through the Clearing Process is deemed received by the Distributor on the Business Day the order is placed
(“Transmittal Date”) if (i) such order is received by the Distributor by the Closing Time on such Transmittal
Date and (ii) all other procedures set forth in the Participant Agreement are properly followed. Cash Components will be delivered
using either the Clearing Process or the Federal Reserve System, as described below.
Orders Outside Clearing Process
. Fund Deposits made outside
the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Units
will instead be effected through a transfer of securities and cash directly through DTC. With respect to such orders, the Fund
Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery
of the requisite number of securities in the In-Kind Creation Basket (whether standard or custom) through DTC to the relevant Trust
account by 11:00 a.m., Eastern time, (the “DTC Cut-Off Time”) on the Business Day immediately following the Transmittal
Date. The amount of cash equal to the Cash Component, along with any cash in lieu and Transaction Fee, must be transferred directly
to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian
no later than 12:00 p.m., Eastern time, on the Business Day immediately following the Transmittal Date. The delivery of corporate
securities through DTC must occur by 3:00 p.m., Eastern time, on the Business Day immediately following the Transmittal Date.
The delivery of government securities through the Federal Reserve System must occur by 3:00 p.m., Eastern time, on the Business
Day immediately following the Transmittal Date.
An order to create Creation Units outside the Clearing Process
is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor by the Closing
Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.
If the Custodian does not receive both the required In-Kind Creation Basket by the DTC Cut-Off Time and the Cash Component by the
appointed time, such order may be canceled. Upon written notice to the Distributor, a canceled order may be resubmitted the following
Business Day using a Fund Deposit as newly constituted to reflect the then-current In-Kind Creation Basket and Cash Component.
Except as provided in Appendix C, the delivery of Creation Units so created will occur no later than the third Business Day following
the day on which the order is deemed received by the Distributor. Authorized Participants that submit a canceled order will be
liable to a Fund for any losses resulting therefrom.
Orders involving foreign securities are expected to be settled
outside the Clearing Process. Thus, upon receipt of an irrevocable purchase order, the Distributor will notify Cambria and the
Custodian of such order. The Custodian, who will have caused the appropriate local sub-custodian(s) of a Fund to maintain an account
into which an Authorized Participant may deliver the Fund Deposit (or cash in lieu), with adjustments determined by a Fund, will
then provide information of the order to such local sub-custodian(s). The Authorized Participant must also make available on or
before the Settlement, by means satisfactory to a Fund, immediately available or same day funds in U.S. dollars estimated by the
Fund to be sufficient to pay the Cash Component and Transaction Fee.
While, as stated above, Creation Units are generally delivered
no later than the third Business Day following the day on which the order is deemed received by the Distributor, as discussed in
Appendix C, the Cambria Global Income and Currency Strategies ETF, Cambria Foreign Shareholder Yield ETF and Cambria Emerging Shareholder
Yield ETF may settle Creation Unit transactions on a basis other than the one described above in order to accommodate foreign market
holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates
(that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and
in certain other circumstances.
Acceptance of Orders for Creation Units
. The Trust
reserves the absolute right to reject a creation order transmitted to it by the Distributor in respect of a Fund if: (i) the
order is not in proper form; (ii) the investor(s), upon obtaining the Shares, would own 80% or more of the currently outstanding
Shares of a Fund; (iii) the securities delivered do not conform to the In-Kind Creation Basket for the relevant date; (iv) acceptance
of the Fund Deposit would have adverse tax consequences to a Fund; (v) acceptance of the Fund Deposit would, in the opinion
of counsel, be unlawful; (vi) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust, a Fund or Cambria,
have an adverse effect on the Trust, a Fund or the rights of beneficial owners; or (vii) in the event that circumstances that
are outside the control of the Trust, Custodian, Distributor and Investment Adviser make it practically impossible to process creation
orders. Examples of such circumstances include acts of God; public service or utility problems resulting in telephone, telecopy
and computer failures; fires, floods or extreme weather conditions; market conditions or activities causing trading halts; systems
failures involving computer or other information systems affecting the Trust, Cambria, the Distributor, DTC, NSCC, the Custodian
or sub-custodian or any other participant in the creation process; and similar extraordinary events. The Distributor shall notify
an Authorized Participant of its rejection of the order. A Fund, the Custodian, any sub-custodian and the Distributor are under
no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits, and they shall not incur
any liability for the failure to give any such notification.
Issuance of a Creation Unit
. Once a Fund has accepted
a creation order, upon next determination of a Fund’s NAV, a Fund will confirm the issuance of a Creation Unit, against receipt
of payment, at such NAV. The Distributor will transmit a confirmation of acceptance to the Authorized Participant that placed the
order.
Except as provided below, a Creation Unit will not be issued
until a Fund obtains good title to the Kind-Creation Basket securities and the Cash Component, along with any cash in lieu and
Transaction Fee. Except as provided in Appendix C, the delivery of Creation Units will generally occur no later than the third
Business Day following the Transmittal Date for securities.
In certain cases, Authorized Participants will create and redeem
Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these transactions on a net basis.
With respect to orders involving foreign securities, when the
applicable local sub-custodian(s) has confirmed to the Custodian that the In-Kind Creation Basket (or cash in lieu) has been delivered
to a Fund’s account at the applicable sub-custodian(s), the Distributor and Cambria shall be notified of such delivery, and
the Fund will issue and cause the delivery of the Creation Unit.
Creation Units may be created in advance of receipt by the Trust
of all or a portion of the applicable In-Kind Creation Basket, provided the purchaser tenders an initial deposit consisting of
any available securities in the In-Kind Creation Basket and cash equal to the sum of the Cash Component and at least 115% of the
market value, as adjusted from time to time by Cambria, of the In-Kind Creation Basket securities not delivered (“Additional
Cash Deposit”). Such initial deposit will have a value greater than the NAV of the Creation Unit on the date the order is
placed. The order shall be deemed to be received on the Transmittal Date provided that it is placed in proper form prior to 4:00 p.m.,
Eastern time, on such date, and federal funds in the appropriate amount are deposited with the Custodian by the DTC Cut-Off Time
the following Business Day. If the order is not placed in proper form by 4:00 p.m., Eastern time, or federal funds in the
appropriate amount are not received by the DTC Cut-Off Time the next Business Day, then the order will be canceled or deemed unreceived
and the Authorized Participant effectuating such transaction will be liable to a Fund for any losses resulting therefrom.
To the extent securities in the In-Kind Creation Basket remain
undelivered, pending delivery of such securities additional cash will be required to be deposited with the Trust as necessary to
maintain an Additional Cash Deposit equal to at least 115% (as adjusted by Cambria) of the daily marked-to-market value of
the missing securities. To the extent that either such securities are still not received by 1:00 p.m., Eastern time, on the
third Business Day following the day on which the purchase order is deemed received by the Distributor or a marked-to-market payment
is not made within one Business Day following notification to the purchaser and/or Authorized Participant that such a payment is
required, the Trust may use the cash on deposit to purchase the missing securities, and the Authorized Participant effectuating
such transaction will be liable to a Fund for any costs incurred therein or losses resulting therefrom, including any Transaction
Fee, any amount by which the actual purchase price of the missing securities exceeds the Additional Cash Deposit or the market
value of such securities on the day the purchase order was deemed received by the Distributor, as well as brokerage and related
transaction costs. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing securities have
been received by the Trust. The delivery of Creation Units so created will occur no later than the third Business Day following
the day on which the purchase order is deemed received by the Distributor.
Transaction Fees
To compensate the Trust for costs incurred in connection with
creation and redemption transactions, investors will be required to pay to the Trust a Transaction Fee as follows:
Fund
|
|
Standard Transaction Fee
|
|
|
Variable Charge
|
Cambria Global Income and Currency Strategies ETF
|
|
$
|
1000
|
*
|
|
Up to 2.0%
|
Cambria Shareholder Yield ETF
|
|
$
|
700
|
*
|
|
None
|
Cambria Foreign Shareholder Yield ETF
|
|
$
|
2000
|
*
|
|
Up to 2.0%
|
Cambria Emerging Shareholder Yield ETF
|
|
$
|
3000
|
*
|
|
Up to 2.0%
|
* The Transaction Fee may be higher for transactions outside
the Clearing Process.
The Standard Transaction Fee applies to in-kind purchases of
the Fund effected through the Clearing Process on any Business Day, regardless of the number of Creation Units purchased or redeemed
that day (assuming, in the case of multiple orders on the same day, that the orders are received at or near the same time). A Transaction
Fee of up to four times the standard fee may apply to creation and redemption transactions that occur outside the Clearing Process.
As shown in the table above, certain Fund Deposits consisting of a Cash Value will be subject to a variable charge of up to 2.0%
in addition to the standard Transaction Fee. With cash received from the variable charge, Cambria will purchase the necessary securities
for the Fund’s portfolio and return any unused portion thereof to the investor.
The Investment Adviser, subject to the approval of the Board,
may adjust the Transaction Fee from time to time. The Standard Creation/Redemption Transaction Fee is based, in part, on the number
of holdings in a Fund’s portfolio and may be adjusted on a quarterly basis if the number of holdings increase. Investors
will also be responsible for the costs associated with transferring the securities in the In-Kind Creation (and Redemption) Baskets
to (and from) the account of the Trust. Further, investors who, directly or indirectly, use the services of a broker or other intermediary
to compose a Creation Unit in addition to an Authorized Participant to effect a transaction in Creation Units may be charged an
additional fee for such services.
Cash Purchase Method
. When cash purchases of Creation
Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases. In the
case of a cash purchase, the investor must pay the cash equivalent of the Fund Deposit. In addition, cash purchases may be subject
to Transaction Fees.
Redeeming Creation Units
Fund Redemptions
. Fund Shares may be redeemed only
in Creation Units at their NAV next determined after receipt of a redemption request in proper form by a Fund through the Transfer
Agent and only on a Business Day. The redemption proceeds for a Creation Unit will consist of the In-Kind Redemption Basket and
a Cash Redemption Amount, or an all cash payment (“Cash Value”), in all instances equal to the value of a Creation
Unit. Because short positions cannot be transferred in kind, however, any short positions in a Fund’s portfolio will be represented
by cash in the Cash Redemption Amount and not in the In-Kind Redemption Basket.
There can be no assurance that there will be sufficient liquidity
in Shares in the secondary market to permit assembly of a Creation Unit. In addition, investors may incur brokerage and other costs
in connection with assembling a Creation Unit.
The Cash Redemption Amount will typically include a Balancing
Amount, reflecting the difference, if any, between the NAV of a Creation Unit and the market value of the securities in the In-Kind
Redemption Basket. If the NAV per Creation Unit exceeds the market value of the securities in the In-Kind Redemption Basket, a
Fund pays the Balancing Amount to the redeeming investor. By contrast, if the NAV per Creation Unit is less than the market value
of the securities in the In-Kind Redemption Basket, the redeeming investor pays the Balancing Amount to a Fund.
The composition of the In-Kind Creation Basket will normally
be the same as the composition of the In-Kind Redemption Basket. Otherwise, the In-Kind Redemption Basket will be made available
by the Adviser or Transfer Agent. Each Fund reserves the right to accept a nonconforming (
i.e
., custom) Fund Redemption.
In lieu of an In-Kind Redemption Basket and Cash Redemption
Amount, Creation Units may be redeemed consisting solely of cash in an amount equal to the NAV of a Creation Unit, which amount
is referred to as the Cash Value. Such redemptions for the Funds may be subject to a variable charge, as explained above. If applicable,
information about the Cash Value will be made available by the Adviser or Transfer Agent.
From day to day, the composition of the In-Kind Redemption Basket
may change as, among other things, corporate actions are implemented for a Fund’s portfolio. All questions as to the composition
of the In-Kind Redemption Basket and the validity, form, eligibility, and acceptance for deposit of any securities shall be determined
by a Fund, and the Fund’s determination shall be final and binding.
The right of redemption may be suspended or the date of payment
postponed: (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii) for
any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists
as a result of which disposal of the Shares or determination of a Fund’s NAV is not reasonably practicable; or (iv) in
such other circumstances as permitted by the SEC, including as described below.
Cash in lieu.
A Fund may, in its sole discretion, permit
or require the substitution of an amount of cash (“cash in lieu”) to be added to the Cash Redemption Amount to replace
any security in the In-Kind Redemption Basket. A Fund may permit or require cash in lieu when, for example, the securities in the
In-Kind Redemption Basket may not be available in sufficient quantity for delivery or may not be eligible for transfer through
the systems of DTC or the Clearing Process. Similarly, a Fund may permit or require cash in lieu when, for example, the Authorized
Participant or its underlying investor is restricted under U.S. or local securities law or policies from transacting in one or
more securities in the In-Kind Redemption Basket. Each Fund will comply with the federal securities laws in satisfying redemptions
with the applicable In-Kind Redemption Basket, including the securities in the In-Kind Redemption Basket that are sold in transactions
that would be exempt from registration under the 1933 Act. All redemption orders involving cash in lieu are considered to be “custom
redemptions.”
Placement of Redemption Orders
.
Redemptions must
be placed to the Transfer Agent through the Distributor. In addition, redemption orders must be processed either through the DTC
process or the Clearing Process. To redeem a Creation Unit, an Authorized Participant must submit an irrevocable redemption order
to the Distributor.
An Authorized Participant submitting a redemption order is deemed
to represent to a Fund that it or, if applicable, the investor on whose behalf it is acting, (i) owns outright or has full legal
authority and legal beneficial right to tender for redemption the Creation Unit to be redeemed and can receive the entire proceeds
of the redemption, and (ii) all of the Shares in the Creation Unit to be redeemed have not been borrowed, loaned or pledged to
another party nor are they the subject of a repurchase agreement, securities lending agreement or such other arrangement which
would preclude the delivery of such Shares to the Fund. A Fund reserves the absolute right, in its sole discretion, to verify these
representations, but will typically require verification in connection with higher levels of redemption activity and/or short interest
in the Fund. If the Authorized Participant, upon receipt of a verification report, does not provide sufficient verification of
the requested representations, the redemption order will not be considered to be in proper form and may be rejected by a Fund.
In certain cases, Authorized Participants will create and redeem
Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these transactions on a net basis.
Placement of Redemption Orders Using Clearing Process
.
Orders to redeem Creation Units through the Clearing Process are deemed received by the Trust on the Transmittal Date if (i) such
order is received by the Transfer Agent not later than the Order Cut-Off Time on such Transmittal Date, and (ii) all other
procedures set forth in the Participant Agreement are properly followed. Orders deemed received will be effectuated based on the
NAV of a Fund as next determined. An order to redeem Creation Units using the Clearing Process made in proper form but received
by the Trust after the Order Cut-Off Time will be deemed received on the next Business Day and will be effected at the NAV next
determined on such next Business Day. In connection with such orders, the Distributor transmits on behalf of the Authorized Participant
such trade instructions as are necessary to effect the redemption. Pursuant to such trade instructions, the Authorized Participant
agrees to deliver the requisite Creation Unit(s) to a Fund, together with such additional information as may be required by the
Distributor. Cash Redemption Amounts will be delivered using either the Clearing Process or the Federal Reserve System. The applicable
In-Kind Redemption Basket and the Cash Redemption Amount will be transferred to the investor by the third NSCC business day following
the date on which such request for redemption is deemed received.
Placement of Redemption Orders Outside Clearing Process
.
Orders to redeem Creation Units outside the Clearing Process must state that the DTC Participant is not using the Clearing Process
and that redemption of Creation Units will instead be effected through transfer of Shares directly through DTC. Such orders are
deemed received by the Trust on the Transmittal Date if: (i) such order is received by the Transfer Agent not later than the
Order Cut-Off Time on the Transmittal Date; (ii) such order is accompanied or followed by the delivery of both (a) the
Creation Unit(s), which delivery must be made through DTC to the Custodian no later than the DTC Cut-Off Time on the Business Day
immediately following the Transmittal Date and (b) the Cash Redemption Amount by 12:00 p.m., Eastern time, on the Business
Day immediately following the Transmittal Date; and (iii) all other procedures set forth in the Participant Agreement are
properly followed. After the Trust has deemed such an order received, the Trust will initiate procedures to transfer, and expect
to deliver, the requisite In-Kind Redemption Basket and/or any Cash Redemption Amount owed to the redeeming party by the third
Business Day following the Transmittal Date on which such redemption order is deemed received by the Trust.
Orders involving foreign securities are expected to be settled
outside the Clearing Process. Thus, upon receipt of an irrevocable redemption order, the Distributor will notify Cambria and the
Custodian. The Custodian will then provide information of the redemption to the Fund’s local sub-custodian(s). The redeeming
Authorized Participant, or the investor on whose behalf it is acting, will have established appropriate arrangements with a broker-dealer,
bank or other custody provider in each jurisdiction in which the securities are customarily traded and to which such securities
(and any cash in lieu) can be delivered from a Fund’s accounts at the applicable local sub-custodian(s).
The calculation of the value of the In-Kind Redemption Basket
and the Cash Redemption Amount to be delivered/received upon redemption will be made by the Custodian computed on the Business
Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper form is submitted to
the Transfer Agent by a DTC Participant or an Authorized Participant with the ability to transact through the Federal Reserve System,
as applicable, not later than Closing Time on the Transmittal Date, and the requisite number of Shares of the relevant Fund are
delivered to the Custodian prior to the DTC Cut-Off-Time, then the value of the In-Kind Redemption Basket and the Cash Redemption
Amount to be delivered/received will be determined by the Custodian on such Transmittal Date. If, however, either: (i) the
requisite number of Shares of the relevant Fund are not delivered by the DTC Cut-Off-Time, as described above, or (ii) the
redemption order is not submitted in proper form, then the redemption order will not be deemed received as of the Transmittal Date.
In such case, the value of the In-Kind Redemption Basket and the Cash Redemption Amount to be delivered/received will be computed
on the Business Day following the Transmittal Date provided that the Fund Shares of the relevant Fund are delivered through DTC
to the Custodian by 11:00 a.m., Eastern time, the following Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries of the securities
in the In-Kind Redemption Basket, the Trust may in its discretion exercise its option to redeem Shares in cash, and the redeeming
beneficial owner will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption
in cash that a Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the
NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper
form (minus a Transaction Fee, including a variable charge, if applicable, as described above).
A Fund may also, in its sole discretion, upon request of a shareholder,
provide such redeemer a portfolio of securities that differs from the exact composition of the In-Kind Redemption Basket, or cash
in lieu of some securities added to the Cash Component, but in no event will the total value of the securities delivered and the
cash transmitted differ from the NAV. Redemptions of Fund Shares for the In-Kind Redemption Basket will be subject to compliance
with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves
the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific securities in the
In-Kind Redemption Basket upon redemptions or could not do so without first registering the securities in the In-Kind Redemption
Basket under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect
to a particular security included in the In-Kind Redemption Basket applicable to the redemption of a Creation Unit may be paid
an equivalent amount of cash. The Authorized Participant may request the redeeming beneficial owner of the Shares to complete an
order form or to enter into agreements with respect to such matters as compensating cash payment, beneficial ownership of shares
or delivery instructions.
Delivery of Redemption Basket
. Once a Fund has accepted
a redemption order, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of an In-Kind Redemption
Basket, against receipt of the Creation Unit(s) at such NAV, any cash in lieu and Transaction Fee. A Creation Unit tendered for
redemption and the payment of the Cash Redemption Amount, any cash in lieu and Transaction Fee will be effected through DTC. The
Authorized Participant, or the investor on whose behalf it is acting, will be recorded on the book-entry system of DTC.
In certain cases, Authorized Participants will create and redeem
Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these transactions on a net basis.
Cash Redemption Method
. When cash redemptions of Creation
Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions. In the
case of a cash redemption, the investor will receive the cash equivalent of the In-Kind Redemption Basket minus any Transaction
Fees.
Settlement of Foreign Securities and Regular Foreign Holidays
The Funds generally intend to effect deliveries of Creation
Units and portfolio securities on a basis of the Transmittal Date (“T”) plus three Business Days (
i.e.,
days
on which the national securities exchange is open) (“T+3”). The Funds may effect deliveries of Creation Units and portfolio
securities on a basis other than T+3 in order to accommodate local holiday schedules, to account for different treatment among
foreign and U.S. markets of dividend record dates and ex-dividend dates or under certain other circumstances. Given that foreign
securities settle in accordance with the normal rules of settlement of such securities in the applicable foreign market, coupled
with foreign market holiday schedules, the Settlement Date may be up to 14 calendar days after the Transmittal Date in certain
circumstances.
The ability of the Trust to effect in-kind creations and redemptions
within three Business Days of receipt of an order in good form is subject, among other things, to the condition that, within the
time period from the date of the order to the date of delivery of the securities, there are no days that are holidays in the applicable
foreign market. In such cases, the local market settlement procedures will not commence until the end of the local holiday periods.
For every occurrence of one or more intervening holidays in the applicable foreign market that are not holidays observed in the
U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to
holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities
within normal settlement periods. The proclamation of new holidays, the treatment by market participants of certain days as “informal
holidays” (
e.g.,
days on which no or limited securities transactions occur, as a result of substantially shortened
trading hours), the elimination of existing holidays or changes in local securities delivery practices could affect the information
set forth herein at some time in the future.
Because the Funds’ portfolio securities may trade on days
that the Funds’ Exchange is closed or on days that are not Business Days for the Funds, Authorized Participants may not be
able to redeem their Shares, or to purchase and sell Shares on the Exchange, on days when the NAV of the Funds could be significantly
affected by events in the relevant non-U.S. markets.
A schedule of regular foreign holidays applicable to the Funds
is included in Appendix C.
DETERMINATION OF NET ASSET VALUE
The net asset value, or NAV, of Shares is calculated each business
day as of the close of regular trading on the NYSE, generally 4:00 p.m. Eastern time. A Fund’s NAV per Share is computed
by dividing the net assets by the number of Shares outstanding.
TAXATION
The following supplements the tax information contained in the
Prospectus.
For federal income tax purposes, each Fund is treated as a separate
corporate entity and has elected and intends to continue to qualify as a regulated investment company under Subchapter M of the
Code. Such qualification generally relieves each Fund of liability for federal income taxes to the extent its earnings are
distributed in accordance with applicable requirements. If, for any reason, a Fund does not qualify for a taxable year for
the special federal tax treatment afforded regulated investment companies, the Fund would be subject to federal tax on all of its
taxable income at regular corporate rates, without any deduction for dividends to shareholders. In such event, dividend distributions
would be taxable as ordinary income to shareholders to the extent of such Fund’s current and accumulated earnings and profits
and would be eligible for taxation at reduced rates for non-corporate shareholders and for the dividends received deduction available
in some circumstances to corporate shareholders. Moreover, if a Fund were to fail to make sufficient distributions in a year,
the Fund would be subject to corporate income taxes and/or excise taxes in respect of the shortfall or, if the shortfall is large
enough and cannot be remedied, the Fund could be disqualified as a regulated investment company.
A 4% non-deductible excise tax is imposed on regulated investment
companies that fail to distribute currently an amount equal to at least 98% of their ordinary taxable income and 98.2% of their
capital gain net income (excess of capital gains over capital losses), if any. Each Fund intends to make sufficient distributions
or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to
avoid liability for this excise tax.
Any market discount recognized by the Funds on a bond is taxable
as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or
adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount
in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than
capital gain to the extent of the accrued market discount.
Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months will be deemed to have been received by shareholders
and paid by a Fund on December 31 of such year if such dividends are actually paid during January of the following year.
The tax principles applicable to transactions in financial instruments
that may be engaged in by a Fund and investments in passive foreign investment companies (“PFICs”) are complex and,
in some cases, uncertain. Such transactions and investments may cause a Fund to recognize taxable income prior to the receipt
of cash, thereby requiring the Fund to liquidate other positions or to borrow money so as to make sufficient distributions to shareholders
to avoid corporate-level tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term
capital gain, so that the distributions may be taxable to shareholders as ordinary income. In addition, in the case of any
shares of a PFIC in which a Fund invests, the Fund may be liable for corporate-level tax on any ultimate gain or distributions
on the shares if the Fund fails to make an election to recognize income annually during the period of its ownership of the PFIC
shares.
Special rules govern the federal income tax treatment of
certain transactions denominated in a currency other than the U.S. dollar or determined by reference to the value of one or more
currencies other than the U.S. dollar. The types of transactions covered by the special rules include the following:
(1) the acquisition of, or becoming the obligor under, a bond or other debt instrument (including, to the extent provided
in Treasury regulations, preferred stock); (2) the accruing of certain trade receivables and payables; and (3) the entering
into or acquisition of any forward contract or similar financial instrument if such instrument is not marked to market. The
disposition of a currency other than the U.S. dollar by a taxpayer whose functional currency is the U.S. dollar is also treated
as a transaction subject to the special currency rules. With respect to transactions covered by the special rules, foreign
currency gain or loss is calculated separately from any gain or loss on the underlying transaction and is normally taxable as ordinary
income or loss. These gains or losses increase or decrease the amount of a Fund’s investment company taxable income
available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the amount of that Fund’s
net capital gain. A taxpayer may elect to treat as capital gain or loss foreign currency gain or loss arising from certain identified
forward contracts that are capital assets in the hands of the taxpayer and that are not part of a straddle. The Treasury
Department issued regulations under which certain transactions subject to the special currency rules that are part of a “Section 988
hedging transaction” will be integrated and treated as a single transaction or otherwise treated consistently for purposes
of the Code. Any gain or loss attributable to the foreign currency component of a transaction engaged in by a Fund that is
not subject to the special currency rules (such as foreign equity investments other than certain preferred stocks) will be
treated as capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.
Certain foreign currency contracts are considered “Section
1256 contracts” for federal income tax purposes. Section 1256 contracts held by a Fund at the end of each tax year are “marked
to market” and treated for federal income tax purposes as though sold for fair market value on the last business day of the
tax year. Gains or losses realized by a Fund on Section 1256 contracts generally are considered 60% long-term and 40% short-term
capital gains or losses. A Fund can elect to exempt its Section 1256 contracts that are part of a “mixed straddle”
(as described below) from the application of Section 1256 of the Code.
Any forward contract or other position entered into or held
by a Fund in conjunction with any other position held by that Fund may constitute a “straddle” for federal income tax
purposes. A straddle of which at least one, but not all, the positions are Section 1256 contracts may constitute a “mixed
straddle.” In general, straddles are subject to certain rules that may affect the amount, character and timing of a Fund’s
gains and losses with respect to straddle positions by requiring, among other things, that: (1) any loss realized on disposition
of one position of a straddle may not be recognized to the extent that the Fund has unrealized gains with respect to the other
position in such straddle; (2) the Fund’s holding period in straddle positions be suspended while the straddle exists (possibly
resulting in a gain being treated as short-term capital gain rather than long-term capital gain); (3) the losses recognized with
respect to certain straddle positions that are part of a mixed straddle and that are non-Section 1256 contracts be treated as 60%
long-term and 40% short-term capital loss; (4) losses recognized with respect to certain straddle positions that would otherwise
constitute short-term capital losses be treated as long-term capital losses; and (5) the deduction of interest and carrying charges
attributable to certain straddle positions may be deferred. Various elections are available to a Fund, which may mitigate the effects
of the straddle rules, particularly with respect to mixed straddles. In general, the straddle rules described above do not apply
to any straddles held by a Fund if all of the offsetting positions consist of Section 1256 contracts.
Distributions from a Fund’s net investment income, including
any net short-term capital gains, if any, and distributions of income from securities lending, are taxable as ordinary income.
Distributions reinvested in additional Shares of the Funds through the means of a dividend reinvestment service will be taxable
dividends to shareholders acquiring such additional Shares to the same extent as if such dividends had been received in cash.
Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital
gains, regardless of how long shareholders have held the Shares.
If, for any calendar year, the total distributions made exceed
a Fund’s current and accumulated earnings and profits, the excess will, for federal income tax purposes, be treated as a
tax-free return of capital to each shareholder up to the amount of the shareholder’s basis in his or her Shares, and thereafter
as gain from the sale of Shares. The amount treated as a tax-free return of capital will reduce the shareholder’s adjusted
basis in his or her Shares, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent
sale of his or her Shares.
The sale, exchange or redemption of Shares may give rise to
a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as long-term capital
gain or loss if the Shares have been held for more than one year. Otherwise, the gain or loss on the taxable disposition of Shares
will be treated as short-term capital gain or loss. A loss realized on a sale or exchange of Shares of a Fund may be disallowed
if other substantially identical Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within
a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed
of. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale or
exchange of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any capital gain
dividends received by the shareholders. Distribution of ordinary income and capital gains may also be subject to state and local
taxes.
Long-term capital gains of non-corporate taxpayers generally
are taxed at a maximum rate of 15% (20% for taxpayers with taxable income exceeding $400,000 or $450,000 if married and filing
jointly). Each Fund will report to shareholders annually the amounts of dividends received from ordinary income, tax-exempt income,
the amount of distributions received from capital gains and the portion of dividends, if any, which may qualify for the dividends
received deduction.
Investment income received by the Funds from sources within
foreign countries and gains they realize on the disposition of foreign securities may be subject to foreign income taxes withheld
at the source. The U.S. has entered into tax treaties with many foreign countries that may entitle the Funds to a reduced rate
of such taxes or exemption from taxes on such income. It is impossible to know the effective rate of foreign tax in advance since
the amount of the Funds’ assets to be invested within various countries cannot be determined. If more than 50% of the value
of a Fund’s total assets at the close of its taxable year consists of securities of foreign issuers, that Fund will be eligible
and intends to file an election with the IRS to pass through to its shareholders the amount of foreign taxes paid by that Fund.
However, there can be no assurance that a Fund will be able to do so. Pursuant to this election, you will be required to (1) include
in gross income (in addition to taxable dividends actually received) your pro rata share of foreign taxes paid by that Fund, (2)
treat your pro rata share of such foreign taxes as having been paid by you and (3) either deduct such pro rata share of foreign
taxes in computing your taxable income or treat such foreign taxes as a credit against federal income taxes. You may be subject
to rules that limit or reduce your ability to fully deduct or claim a credit for your pro rata share of the foreign taxes paid
by the Fund in which you invest.
The Funds will be required in certain cases to impose “backup
withholding” on taxable dividends or gross proceeds realized upon sale paid to shareholders who have failed to provide a
correct tax identification number in the manner required, who are subject to withholding by the IRS for failure properly to include
on their return payments of taxable interest or dividends, or who have failed to certify to the Funds when required to do so either
that they are not subject to backup withholding or that they are “exempt recipients.” Backup withholding is not
an additional tax and any amounts withheld may be credited against a shareholder’s ultimate federal income tax liability
if proper documentation is provided.
As a result of tax requirements, the Trust on behalf of each
Fund has the right to reject an order to purchase Shares if the purchaser (or group of purchasers) would, upon obtaining the Shares
so ordered, own 80% or more of the outstanding Shares of a Fund and if, pursuant to Section 351 of the Code, the Fund would have
a basis in the transferred securities different from the market value of such securities on the date of deposit. The Trust
also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.
Except as described below, dividends paid by a Fund to non-U.S.
Shareholders are generally subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty
to the extent derived from investment income and net short-term capital gains. In order to obtain a reduced rate of withholding,
a non-U.S. Shareholder will be required to provide an IRS Form W-8BEN certifying its entitlement to benefits under a treaty.
The withholding tax does not apply to regular dividends paid to a non-U.S. Shareholder who provides a Form W-8ECI, certifying
that the dividends are effectively connected with the non-U.S. Shareholder’s conduct of a trade or business within the United
States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. Shareholder
were a U.S. Shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional
“branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. Shareholder who fails to provide
an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate.
In general, withholding tax will not apply to any distributions
to a non-U.S. Shareholder of net long-term capital gains over net short-term capital loss or upon such a shareholder’s sale
or other disposition of Shares. For taxable years beginning on or before December 31, 2013, withholding tax also did not apply
to “interest-related dividends” and “short-term capital gain” dividends. It is possible that legislation
will be enacted extending this exemption to later periods.
Under legislation known as “FATCA” (the Foreign
Account Tax Compliance Act), a U.S. withholding tax of 30% will apply to payments to certain foreign entities of U.S.-source dividends
paid after December 31, 2013, and the gross proceeds paid after December 31, 2017, from dispositions of shares that produce U.S.-source
dividends, unless various U.S. information reporting and due diligence requirements that are different from, and in addition to,
the beneficial owner certification requirements described above have been satisfied. Non-U.S. shareholders should consult their
tax advisers regarding the effect, if any, of this legislation on their ownership and sale or disposition of a Fund’s common
shares.
FINANCIAL STATEMENTS
Financial Statements
Cambria Shareholder Yield ETF
(a portfolio of Cambria ETF Trust)
April 18, 2013
With Report of Independent Registered Public Accounting Firm
Report of Independent Registered
Public Accounting Firm
To the Board of Trustees of Cambria ETF Trust and Shareholder
of Cambria Shareholder Yield ETF
In our opinion, the accompanying statement of assets and
liabilities presents fairly, in all material respects, the financial position of Cambria Shareholder Yield ETF (the "Fund")
at April 18, 2013, in conformity with accounting principles generally accepted in the United States of America. This financial
statement is the responsibility of the Fund's management; our responsibility is to express an opinion on this financial statement
based on our audit. We conducted our audit of this financial statement in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
May 1, 2013
PricewaterhouseCoopers LLP, Two Commerce Square, Suite
1700, 2001 Market Street, Philadelphia, PA 19103-7042
T: (267)330 3000, F: (267) 330 3300 , www.pwc.com/us
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Statement of Assets and
Liabilities
April 18, 2013
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
100,000
|
|
|
|
|
|
|
Net Assets
|
|
$
|
100,000
|
|
|
|
|
|
|
Components of Net Assets
|
|
|
|
|
|
|
|
|
|
Paid in Capital
|
|
$
|
100,000
|
|
|
|
|
|
|
Net Assets
|
|
$
|
100,000
|
|
|
|
|
|
|
Shares Issued and Outstanding
|
|
|
4,000.00
|
|
|
|
|
|
|
Net Asset Value Per Share
|
|
$
|
25.00
|
|
See accompanying notes to financial statements.
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
1. Organization
Cambria ETF Trust (the “Trust”), was formed
on September 9, 2011 as an open-end registered management investment company comprising four exchange-traded funds: Cambria Global
Income and Currency Strategies ETF, Cambria Shareholder Yield ETF, Cambria Foreign Shareholder Yield ETF and Cambria Emerging
Shareholder Yield ETF. These financial statements relate only to Cambria Shareholder Yield ETF ("Fund"). Cambria Investment
Management, L.P. (the “Investment Adviser”) serves as the investment adviser to the Funds. The Trust has had no operations
to date other than matters relating to its organization and registration as a diversified, open-end management investment company
under the Investment Company Act of 1940, as amended (the “1940 Act”).
The investment objective of Cambria Shareholder Yield ETF
is to seek income and capital appreciation from investments in the U.S. equity market. The Fund has had no operations to date
other than matters relating to its organization and the capital contribution to the Trust resulting in the issuance to the Investment
Adviser of 4,000 shares of beneficial interest (“Shares”) of the Fund at an aggregate purchase price of $100,000 on
April 18, 2013. At April 18, 2013, the Investment Adviser owned 100% of the outstanding Shares of the Fund.
Shares of the Funds will be listed and traded on the NYSE
Arca, Inc. Market prices for the Shares may be different from their net asset value ("NAV"). The Fund will issue and
redeem Shares on a continuous basis at NAV only in large blocks of Shares, typically 50,000 Shares, called "Creation Units."
Creation Units will be issued and redeemed principally in-kind for a basket of securities and a balancing cash amount. Shares
generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the
day.
2. Summary of Significant Accounting Policies
The following significant accounting policies, which are
consistently followed in the preparation of the financial statements of the Fund, are in conformity with accounting principles
generally accepted in the United States of America (“GAAP”).
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect
the reported amounts and disclosures in these financial statements.
Income Taxes
The Fund intends to qualify as a “regulated investment
company” under Sub-chapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Fund will not be subject
to U.S. federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to
its shareholders.
Organizational Expenses
All organizational and offering expenses of the Trust will
be borne by the Investment Adviser and will not be subject to future recoupment. As a result, organizational and offering expenses
are not reflected in the statement of assets and liabilities.
Concentration of Credit Risk
Cash at April 18, 2013 is on deposit at Brown Brothers Harriman
in a non-interest bearing account.
3. Agreements
Investment Advisory Agreement
The Investment Adviser is responsible
for overseeing the management and business affairs of the Fund, and has discretion to purchase and sell securities in accordance
with the Fund's objectives, policies, and restrictions. The Investment Adviser
continuously
reviews, supervises, and administers the Fund's investment program.
The Investment Adviser
has entered into an investment advisory agreement (“Management Agreement”) with respect to the Fund. Pursuant to that
Management Agreement, the Fund pays the Investment Adviser an annual advisory fee based on its average daily nets assets for the
services and facilities it provides payable at an annual rate of 0.59%.
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
3. Agreements (continued)
Investment Advisory Agreement (continued)
The Investment Adviser bears all of the costs of the
Fund except for the advisory fee, payments under the Fund’s 12b-1 plan, brokerage expenses, acquired fund fees and
expenses, taxes, interest (including borrowing costs and dividend expenses on securities sold short), litigation expenses,
and other extraordinary expenses (including litigation to which the Trust or the Fund may be a party and indemnification of
the Trustees and officers with respect thereto). The Management Agreement for the Fund provides that it may be terminated at
any time, without the payment of any penalty, by the Board of Trustees or, with respect to the Fund, by a majority of the
outstanding shares of the Fund, on 60 days’ written notice to the Investment Adviser, and by the Investment Adviser on
60 days’ written notice to the Trust and that it shall be automatically terminated if it is assigned.
Administrator, Custodian, Fund Accountant and Transfer
Agent
SEI Investments Global Fund Services (the “Administrator”)
serves as the Fund's Administrator pursuant to an administration agreement. Brown Brothers Harriman (the “Custodian”
and “Transfer Agent”) serves as the Fund's Custodian and Transfer Agent pursuant to a Custody Agreement and a Transfer
Agency and Service Agreement.
Distribution Agreement
SEI Investments Distribution Co., a wholly-owned subsidiary
of SEI Investments and an affiliate of the Administrator (the “Distributor”), serves as the Fund’s distributor
of Creation Units pursuant to a distribution agreement. The Distributor does not maintain any secondary market in Fund shares.
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
3. Agreements (continued)
Distribution Agreement (continued)
The Trust has adopted a Distribution and Service Plan (“Plan”)
pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Plan, the Fund is authorized to pay an amount up to 0.25% of
its average daily net assets each year for certain distribution-related activities. However, no such fee is currently paid by
the Fund, and the Board of Trustees has not currently approved the commencement of any payments under the plan.
4. Creation and Redemption Transactions
The Fund issues and redeems shares on a continuous basis
at NAV in groups of 50,000 shares called “Creation Units.”
Except when aggregated in Creation Units, shares are not
redeemable securities of a Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized
Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through
the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case,
must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants
or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly
from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and
will be subject to customary brokerage commissions or fees.
5. Related Parties
Certain officers of the Trust are also employees of the
Investment Adviser.
6. Principal Risks
As with all exchange traded funds (“ETFs”),
a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal
risks noted below, any of which may adversely affect the Fund’s net asset value (“NAV”), trading price, yield,
total return and ability to meet its investment objective. A more complete description of principal risks is included in the prospectus
under the heading “Principal Risks”.
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
6. Principal Risks (continued)
Dividend Paying Security Risk
Securities that pay high dividends as a group can fall out
of favor with the market, causing these companies to underperform companies that do not pay high dividends. Also, changes in the
dividend policies of companies owned by the Fund and the capital resources available for these companies’ dividend payments
may adversely affect the Fund.
Equity Investing Risk
An investment in the Fund involves risks similar to those
of investing in any fund holding equity securities, such as market fluctuations, changes in interest rates and perceived trends
in stock prices. The values of equity securities could decline generally or could underperform other investments. In addition,
securities may decline in value due to factors affecting a specific issuer, market or securities markets generally.
Management Risk
The Fund is actively managed using proprietary investment
strategies and processes. There can be no guarantee that these strategies and processes will produce the intended results and
no guarantee that the Fund will achieve its investment objective. This could result in the Fund’s underperformance compared
to other funds with similar investment objectives.
Foreign Investment Risk
Returns on investments in foreign securities could be more
volatile than, or trail the returns on, investments in U.S. securities. Investments in or exposures to foreign securities are
subject to special risks, including risks associated with foreign securities generally, including differences in information available
about issuers of securities and investor protection standards applicable in other jurisdictions; capital controls risks, including
the risk of a foreign jurisdiction imposing restrictions on the ability to repatriate or transfer currency or other assets; currency
risks; political, diplomatic and economic risks; regulatory risks; and foreign market and trading risks, including the costs of
trading and risks of settlement in foreign jurisdictions.
Cambria Shareholder
Yield ETF
(a portfolio of Cambria
ETF Trust)
Notes to Financial Statements
April 18, 2013
7. Guarantees and Indemnifications
In the normal course of business the Fund enters into contracts
with third-party service providers that contain a variety of representations and warranties and that provide general indemnifications.
Additionally, under the Fund’s organizational documents, the officers and trustees are indemnified against certain liabilities
arising out of the performance of their duties to the Fund. The Fund’s maximum exposure under these arrangements is unknown,
as it involves possible future claims that may or may not be made against the Fund. Based on experience, the Investment Adviser
is of the view that the risk of loss to the Fund in connection with the Fund’s indemnification obligations is remote; however,
there can be no assurance that such obligations will not result in material liabilities that adversely affect the Fund.
8. Subsequent Events
In preparing these financial statements, management has
evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available
to be issued. Management has determined that there are no material events, except as set forth above that would require disclosure
in the Fund’s financial statements through this date.