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May 6, 2024 N-1A INVESTMENT MANAGERS SERIES TRUST May 6, 2024

 

 

WCM Focused International Growth Fund

WCM Developing World Equity Fund

Investor Class Shares – WCMRX

Investor Class Shares – WCMUX

Institutional Class Shares – WCMIX

Institutional Class Shares – WCMDX

   

WCM Focused Emerging Markets Fund

WCM International Equity Fund

Investor Class Shares – WFEMX

Investor Class Shares – WESGX

Institutional Class Shares – WCMEX

Institutional Class Shares – WCMMX

   

WCM Focused Global Growth Fund

WCM Focused International Value Fund

Investor Class Shares – WFGGX

Investor Class Shares – WLIVX

Institutional Class Shares – WCMGX

Institutional Class Shares – WCMVX

   

WCM International Small Cap Growth Fund

WCM Focused International Opportunities Fund

Institutional Class Shares – WCMSX

Investor Class Shares – WCFOX

 

Institutional Class Shares – WCMOX

   

WCM Small Cap Growth Fund

WCM Mid Cap Quality Value Fund

Investor Class Shares – WCMNX

Investor Class Shares – WMIDX

Institutional Class Shares – WCMLX

Institutional Class Shares – WCMAX

   

WCM SMID Quality Value Fund

WCM Focused Emerging Markets ex China Fund

Investor Class Shares – WCMJX

Investor Class Shares – WCFEX

Institutional Class Shares – WCMFX

Institutional Class Shares – WCMWX

   

WCM China Quality Growth Fund

WCM Quality Dividend Growth Fund

Investor Class Shares – WCQGX

Investor Class Shares – WQDGX

Institutional Class Shares – WCMCX

Institutional Class Shares – WCMYX

 

 

PROSPECTUS
April 30, 2024

 

 

The Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

 

 

 

WCM Focused International Growth Fund
WCM Focused Emerging Markets Fund
WCM Focused Global Growth Fund
WCM International Small Cap Growth Fund
WCM Small Cap Growth Fund
WCM SMID Quality Value Fund
WCM China Quality Growth Fund
WCM Developing World Equity Fund
WCM International Equity Fund
WCM Focused International Value Fund
WCM Focused International Opportunities Fund
WCM Mid Cap Quality Value Fund
WCM Focused Emerging Markets ex China Fund
WCM Quality Dividend Growth Fund

 

Each a series of Investment Managers Series Trust (the “Trust”)
Each of the funds described in this Prospectus is referred to as a “Fund” and together as the “Funds”

 

Table of Contents

 

SUMMARY SECTION - WCM Focused International Growth Fund

1

SUMMARY SECTION - WCM Focused Emerging Markets Fund

7

SUMMARY SECTION - WCM Focused Global Growth Fund

15

SUMMARY SECTION - WCM International Small Cap Growth Fund

22

SUMMARY SECTION - WCM Small Cap Growth Fund

30

SUMMARY SECTION - WCM SMID Quality Value Fund

36

SUMMARY SECTION - WCM China Quality Growth Fund

42

SUMMARY SECTION - WCM Developing World Equity Fund

49

SUMMARY SECTION - WCM International Equity Fund

57

SUMMARY SECTION - WCM Focused International Value Fund

64

SUMMARY SECTION - WCM Focused International Opportunities Fund

71

SUMMARY SECTION - WCM Mid Cap Quality Value Fund

79

SUMMARY SECTION - WCM Focused Emerging Markets ex China Fund

84

SUMMARY SECTION - WCM Quality Dividend Growth Fund

92

MORE ABOUT THE FUNDS’ INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

97

MANAGEMENT OF THE FUNDS

125

DISTRIBUTION AND SHAREHOLDER SERVICE PLAN

139

YOUR ACCOUNT WITH THE FUNDS

140

DIVIDENDS AND DISTRIBUTIONS

151

FEDERAL INCOME TAX CONSEQUENCES

152

FINANCIAL HIGHLIGHTS

154

APPENDIX A – CERTAIN INFORMATION RELATED TO PURCHASE OF SHARES THROUGH CERTAIN BROKERAGE PLATFORMS

183

FOR MORE INFORMATION

185

 

This Prospectus sets forth basic information about the Funds that you should know before investing. It should be read and retained for future reference.

 

The date of this Prospectus is April 30, 2024.

 

 

SUMMARY SECTION - WCM Focused International Growth Fund

 

Investment Objective

 

The investment objective of the WCM Focused International Growth Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.19%

     

0.19%

 

Shareholder service fee

0.10%

 

 

 

0.10%

 

 

 

All other expenses

0.09%

 

 

 

0.09%

 

 

 

Total annual fund operating expenses

   

1.29%

     

1.04%

 
                 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$131

$409

$708

$1,556

Institutional Class

$106

$331

$574

$1,271

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 33% of the average value of its portfolio.

 


1

 

 

 

SUMMARY SECTION

WCM Focused International Growth Fund

 

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 75% of its net assets in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies located in developed countries and in emerging and frontier market countries. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stocks and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs are receipts that represent interests in foreign securities held on deposit by U.S. banks. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies with attractive fundamentals, such as long-term growth in revenue and earnings, and that show a strong probability for superior future growth. The advisor’s investment process focuses on seeking companies that are industry leaders with strengthening competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. The Fund’s advisor also considers other factors including political risk, monetary policy risk, and regulatory risk in selecting securities.

 

Although the Fund may invest in any size companies, it generally invests in large capitalization established multinational companies. The Fund’s advisor considers large capitalization companies to be those with market capitalization of $5 billion or greater at the time of investment. The Fund generally invests in securities of companies located in different regions and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 


2

 

 

 

SUMMARY SECTION

WCM Focused International Growth Fund

 

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met, the prices of growth securities typically fall.

 

Currency Risk. The values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 


3

 

 

 

SUMMARY SECTION

WCM Focused International Growth Fund

 

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 25.2% and 25.0% of the Fund’s assets were invested in the industrials sector and the information technology sector, respectively. Performance of companies in the industrials sector may be affected by, among other things, supply and demand for their specific product or service and for industrial sector products in general. Moreover, government regulation, world events, exchange rates and economic conditions, technological developments, fuel prices, labor agreements, insurance costs, and liabilities for environmental damage and general civil liabilities will likewise affect the performance of these companies. As to companies in the information technology sector, such companies can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 


4

 

 

 

SUMMARY SECTION

WCM Focused International Growth Fund

 

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

 

Year

 

The year-to-date return as of March 31, 2024, was 11.82%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

25.68%

Quarter Ended 06/30/2020

Lowest Calendar Quarter Return at NAV

(17.44)%

Quarter Ended 06/30/2022

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

5 Years

10 Years

Institutional Class Shares — Return Before Taxes

16.56%

11.73%

8.44%

Institutional Class Shares — Return After Taxes on Distributions*

16.37%

11.39%

8.10%

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

9.93%

9.43%

6.90%

Investor Class Shares — Return Before Taxes

16.29%

11.48%

8.18%

MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes)

15.62%

7.08%

3.83%

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Institutional Class Shares only and after-tax returns for classes other than Institutional Class will vary from returns shown for Institutional Class.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 


5

 

 

 

SUMMARY SECTION

WCM Focused International Growth Fund

 

 

Portfolio Managers

 

The portfolio management team is comprised of Sanjay Ayer, CFA, Portfolio Manager, Paul R. Black, President and CEO, Michael B. Trigg, Portfolio Manager, and Jon Tringale, Portfolio Manager. Messrs. Black and Trigg have served as portfolio managers of the Fund since its inception on May 31, 2011. Mr. Ayer has served as a portfolio manager of the Fund since June 30, 2020. Mr. Tringale has served as a portfolio manager of the Fund since March 31, 2022. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


6

 

 

 

SUMMARY SECTION - WCM Focused Emerging Markets Fund

 

 

Investment Objective

 

The investment objective of the WCM Focused Emerging Markets Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

1.00%

     

1.00%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.27%

     

0.27%

 

Shareholder service fee

0.06%

 

 

 

0.06%

 

 

 

All other expenses

0.21%

 

 

 

0.21%

 

 

 

Total annual fund operating expenses

   

1.52%

     

1.27%

 

Fees waived and/or expenses reimbursed1

   

(0.02%)

     

(0.02%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.50%

     

1.25%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.50% and 1.25% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares of the Fund, respectively. This agreement is in effect through April 30, 2025, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


7

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$153

$478

$827

$1,811

Institutional Class

$127

$401

$695

$1,532

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 62% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies in emerging or frontier countries or markets. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s advisor expects the Fund to primarily invest in equity securities under normal circumstances. The Fund’s equity investments include common stock, common stock that is offered in initial public offerings (“IPOs”) and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively).

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies with attractive fundamentals, such as long-term historical growth in revenue and earnings, and/or a strong probability for superior future growth. The advisor’s investment process seeks companies that are industry leaders with strengthening competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. The Fund’s advisor also considers other factors including political risk, monetary policy risk, and regulatory risk in selecting securities.

 

The Fund may invest in securities of any size companies. The Fund generally invests in the securities of companies domiciled in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies domiciled in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.

 


8

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 


9

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

Asia Risk. Asia includes both developed and emerging market economies experiencing different stages of growth. Certain Asian economies may experience currency devaluations and restrictions, high inflation, decreased exports, high unemployment rates, government corruption, and economic recessions. In addition, certain Asian countries have experienced expropriation and/or nationalization of assets, confiscatory taxation, political instability, piracy of intellectual property data, armed conflict, and social instability as a result of religious, ethnic, socio-economic and/or political unrest. In particular, escalated tensions involving North Korea and any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, could have a severe adverse effect on Asian economies. Some economies in this region are dependent on a range of commodities, strongly affected by international commodity prices, and particularly vulnerable to price changes for these products. The market for securities in this region may also be directly influenced by the flow of international capital and by the economic and market conditions of neighboring countries. Some Asian economies are highly dependent on trade, and the economic conditions in other countries within and outside of Asia can impact these economies.

 

Risks Associated with China, Hong Kong and Taiwan.

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Fund may invest a significant portion of its assets in the securities of Chinese companies. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

Risks of Investing in A-Shares. The A-Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities in the A-Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities and may impact the ability of the Fund to pursue its investment strategy. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-Share market than for Chinese securities

 


10

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

markets generally because the A-Share market is subject to greater government restrictions and control, including trading suspensions. China A-Shares are only available to non-mainland China investors (i) through the QFII Programs or (ii) through Stock Connect.

 

A-Shares Tax Risk. The Fund’s investments in A-Shares will be subject to a number of taxes and tax regulations in China. The application of many of these tax regulations is at present uncertain. Moreover, the People’s Republic of China (“PRC”) has implemented a number of tax reforms in recent years, including the value added tax reform, and may continue to amend or revise existing PRC tax laws in the future. Changes in applicable PRC tax law, particularly taxation on a retrospective basis, could reduce the after-tax profits of the Fund directly or indirectly by reducing the after-tax profits of the Chinese companies in which the Fund invests. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities for the Fund. The Fund’s investments in securities issued by Chinese companies, including A-Shares, may cause the Fund to become subject to withholding income tax and other taxes imposed by the PRC. The PRC taxation rules are evolving, may change, and new rules may be applied retroactively. Any such changes could have an adverse impact on Fund performance.

 

Risks of Investing through Stock Connect. Investing in A-Shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is also subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect each day, and as such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although the Fund will be permitted to sell A-Shares regardless of the Daily Quota balance). Thus, the Daily Quota may restrict the Fund’s ability to invest in A-Shares through Stock Connect on a timely basis and could affect the Fund’s ability to effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.

 

Risks of Investing in H-Shares. H-Shares are shares of companies incorporated in mainland China and traded in Hong Kong dollars on the Hong Kong Stock Exchange, and they must meet Hong Kong’s listing and disclosure requirements. In addition to the risks described herein, H-shares are subject to the risk that the Hong Kong stock market may behave very differently from the mainland Chinese stock market. There may be little to no correlation between the performance of the Hong Kong stock market and the mainland Chinese stock market.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading

 


11

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 31.3% and 24.1% of the Fund’s assets were invested in the information technology sector and the financial sector, respectively. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation. As to the financial sector, the performance of companies in such sector may be adversely impacted by many factors, including, among others: government regulations of, or related to, the sector; governmental monetary and fiscal policies; economic, business, or political conditions; credit rating downgrades; changes in interest rates; price competition; and decreased liquidity in credit markets.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 


12

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

 

Year

The year-to-date return as of March 31, 2024, was 1.64%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

27.34%

Quarter Ended 06/30/2020

Lowest Calendar Quarter Return at NAV

(21.09)%

Quarter Ended 03/31/2020

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

5 Years

10 Years

Institutional Class Shares — Return Before Taxes

4.54%

5.98%

3.38%

Institutional Class Shares — Return After Taxes on Distributions*

4.58%

5.62%

3.14%

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

2.92%

4.70%

2.66%

Investor Class Shares — Return Before Taxes

4.25%

5.74%

3.23%

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

9.83%

3.68%

2.66%

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Institutional Class Shares only and after-tax returns for classes other than Institutional Class will vary from returns shown for Institutional Class.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 


13

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets Fund

 

 

Portfolio Managers

 

The portfolio management team is comprised of Sanjay Ayer, CFA, Portfolio Manager, Michael B. Trigg, Portfolio Manager, Gregory S. Ise, CFA, Portfolio Manager, and Mike Tian, CFA, Portfolio Manager. Messrs. Ayer and Trigg have served as portfolio managers of the Fund since its inception on June 28, 2013. Messrs. Ise and Tian have served as portfolio managers of the Fund since June 30, 2018. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (“NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements accounts may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


14

 

 

 

SUMMARY SECTION - WCM Focused Global Growth Fund

 

 

Investment Objective

 

The investment objective of the WCM Focused Global Growth Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fees)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.29%

     

0.29%

 

Shareholder service fee

0.09%

 

 

 

0.09%

 

 

 

All other expenses

0.20%

 

 

 

0.20%

 

 

 

Total annual fund operating expenses

   

1.39%

     

1.14%

 

Fees waived and/or expenses reimbursed1

   

(0.09%)

     

(0.09%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.30%

     

1.05%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with Form N-1A, professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.30% and 1.05% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2025, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


15

 

 

 

SUMMARY SECTION

WCM Focused Global Growth Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$132

$431

$752

$1,661

Institutional Class

$107

$353

$619

$1,378

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 32% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests primarily in equity securities of companies located throughout the world, including the United States. Under normal market conditions, the Fund invests at least 40% of its net assets in companies organized, headquartered or doing a substantial amount of business outside the United States including emerging and frontier market countries. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. The Fund’s advisor considers a company that has at least 50% of its assets, or derives at least 50% of its revenues from business, outside the United States as doing a substantial amount of business outside the United States.

 

The Fund’s equity investments include common stock, including common stock that is offered in initial public offerings (“IPOs”), and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively).

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies with attractive fundamentals, such as long-term historical growth in revenue and earnings, and/or a strong probability for superior future growth. The advisor’s investment process seeks companies that are industry leaders with strengthening competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. The Fund’s advisor also considers other factors including political risk, monetary policy risk, and regulatory risk in selecting securities.

 

Although the Fund may invest in securities of any size companies, it generally invests in the securities of large, established multinational companies. The Fund generally invests in securities of companies located in different regions and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.

 


16

 

 

 

SUMMARY SECTION

WCM Focused Global Growth Fund

 

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objectives.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environment of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the value of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In

 


17

 

 

 

SUMMARY SECTION

WCM Focused Global Growth Fund

 

 

particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met, the prices of growth securities typically fall.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization and mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 


18

 

 

 

SUMMARY SECTION

WCM Focused Global Growth Fund

 

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 34.7% of the Fund’s assets were invested in the information technology sector. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 13.87%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

24.91%

Quarter Ended 06/30/2020

Lowest Calendar Quarter Return at NAV

(18.11)%

Quarter Ended 06/30/2022

 


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WCM Focused Global Growth Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

5 Years

10 Years

Institutional Class Shares — Return Before Taxes

26.45%

13.47%

10.01%

Institutional Class Shares — Return After Taxes on Distributions*

26.45%

12.48%

8.94%

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

15.66%

10.79%

7.91%

Investor Class Shares — Return Before Taxes

26.13%

13.19%

9.76%

MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)

22.20%

11.72%

7.93%

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Institutional Class Shares only and after-tax returns for classes other than Institutional Class will vary from returns shown for Institutional Class.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

The portfolio management team is comprised of Sanjay Ayer, CFA, Portfolio Manager, Paul R. Black, President and CEO, Michael B. Trigg, Portfolio Manager, and Jon Tringale, Portfolio Manager. Messrs. Ayer, Black, and Trigg have served as portfolio managers of the Fund since its inception on June 28, 2013. Mr. Tringale has served as a portfolio manager of the Fund since March 31, 2022. The members of the portfolio management team are jointly and primarily responsible of the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 


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WCM Focused Global Growth Fund

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


21

 

 

 

SUMMARY SECTION - WCM International Small Cap Growth Fund

 

 

Investment Objective

 

The investment objective of the WCM International Small Cap Growth Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

       

Maximum sales charge (load) imposed on purchases

   

None

 

Maximum deferred sales charge (load)

   

None

 

Wire fee

   

$20

 

Overnight check delivery fee

   

$25

 

Retirement account fees (annual maintenance fees)

   

$15

 
         

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

     

Management fees

   

1.00%

 

Distribution (Rule 12b-1) fee

   

None

 

Other expenses

   

0.33%

 

Shareholder service fee

0.05%

 

 

 

All other expenses

0.28%

 

 

 

Total annual fund operating expenses

   

1.33%

 

Fees waived and/or expenses reimbursed1

   

(0.08%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.25%

 
         

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.25% of the average daily net assets of the Institutional Class Shares of the Fund. This agreement is in effect through April 30, 2025, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Institutional Class

$127

$414

$721

$1,594

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 81% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities or depositary receipts of small capitalization companies domiciled outside of the United States, including in emerging and frontier market countries. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. The Fund’s advisor considers small capitalization companies to be companies with market capitalizations within the range of those companies included in the MSCI ACWI Ex-US Small Cap Index at the time of purchase. Because small capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the MSCI ACWI Ex-US Small Cap Index were between $0.00 million and $8.55 billion. The Fund’s advisor will consider the market capitalization range by country. Investments in companies that move above or below the capitalization range of the MSCI ACWI Ex-US Small Cap Index may continue to be held by the Fund in the Fund’s advisor’s sole discretion.

 

The Fund’s investments in equity securities may include common stock, common stock that is offered in initial public offerings (“IPOs”), depositary receipts and China A-shares (“China A-Shares” or “A-Shares”). The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. China A-Shares are equity securities issued by companies located in the People’s Republic of China (“China” or the “PRC”) that are denominated and traded in Renminbi (“RMB”) on the Shanghai Stock Exchange or the Shenzhen Stock Exchange. The Fund may invest in China A-Shares through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect programs (collectively, “Stock Connect”), or through the Qualified Foreign Institutional Investor and Renminbi Qualified Foreign Institutional Investor systems (collectively, the “QFII Programs”). The Fund may also invest in real estate investment trusts (“REITs”). The Fund may also use participatory notes (commonly known as “P-notes”) issued by foreign banks or

 


23

 

 

 

SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

brokers evidencing ownership of underlying stock issued by a foreign company. P-notes are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange. For purposes of the Fund’s 80% policy described above, P-notes are classified according to their underlying or referenced security.

 

Under normal market conditions, the Fund invests in the securities of companies located in different countries and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors from time to time. The Fund will be managed pursuant to a “focused” strategy, whereby the Fund’s advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk specific to an issuer’s country of domicile.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Small-Cap Company Risk. The securities of small-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs,

 


24

 

 

 

SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

CDRs and GDRs. Unsponsored depositary receipts involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends. Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries.

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

Risks Associated with China, Hong Kong and Taiwan.

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.

 


25

 

 

 

SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

Risks of Investing in A-Shares. The A-Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities in the A-Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities and may impact the ability of the Fund to pursue its investment strategy. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-Share market than for Chinese securities markets generally because the A-Share market is subject to greater government restrictions and control, including trading suspensions. China A-Shares are only available to non-mainland China investors (i) through the QFII Programs or (ii) through Stock Connect.

 

A-Shares Tax Risk. The Fund’s investments in A-Shares will be subject to a number of taxes and tax regulations in China. The application of many of these tax regulations is at present uncertain. Moreover, the People’s Republic of China (“PRC”) has implemented a number of tax reforms in recent years, including the value added tax reform, and may continue to amend or revise existing PRC tax laws in the future. Changes in applicable PRC tax law, particularly taxation on a retrospective basis, could reduce the after-tax profits of the Fund directly or indirectly by reducing the after-tax profits of the Chinese companies in which the Fund invests. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities for the Fund. The Fund’s investments in securities issued by Chinese companies, including A-Shares, may cause the Fund to become subject to withholding income tax and other taxes imposed by the PRC. The PRC taxation rules are evolving, may change, and new rules may be applied retroactively. Any such changes could have an adverse impact on Fund performance.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 


26

 

 

 

SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

Participation Certificates Risk. Participation certificates represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. The risks of investing in participation certificates includes foreign investment risk. Participation certificates also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. The purchaser of a participation certificate must rely on the creditworthiness of the bank or broker who issues the participation certificate, and these notes do not have the same rights as a shareholder of the underlying foreign security.

 

Real Estate Investment Trust (REIT) Risk. The Fund’s investment in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses.

 

Risks of Investing through Stock Connect. Investing in A-Shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is also subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect each day, and as such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although the Fund will be permitted to sell A-Shares regardless of the Daily Quota balance). Thus, the Daily Quota may restrict the Fund’s ability to invest in A-Shares through Stock Connect on a timely basis and could affect the Fund’s ability to effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 32.2% of the Fund’s assets were invested in the information technology sector. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation.

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met, the prices of growth securities typically fall.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Currency Risk. The values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 


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SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of the Fund compare with the average annual total returns of a broad-based market index. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 2.83%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

43.49%

Quarter Ended 06/30/2020

Lowest Calendar Quarter Return at NAV

(25.60)%

Quarter Ended 06/30/2022

 


28

 

 

 

SUMMARY SECTION

WCM International Small Cap Growth Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

5 Years

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

22.26%

13.04%

11.54%

November 30, 2015

Institutional Class Shares — Return After Taxes on Distributions*

22.26%

12.21%

10.84%

November 30, 2015

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

13.18%

10.45%

9.40%

November 30, 2015

MSCI ACWI ex USA Small Cap Index (reflects no deduction for fees, expenses or taxes)

15.66%

7.89%

6.29%

November 30, 2015

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

Gregory S. Ise, CFA, Portfolio Manager, and Sanjay Ayer, CFA, Portfolio Manager, have been jointly and primarily responsible for the day-to-day management of the Fund’s portfolio since its inception on November 30, 2015.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

Minimum Investments

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$100,000

$5,000

Direct Retirement Accounts

$100,000

$5,000

Automatic Investment Plan

$5,000

$2,500

Gift Account For Minors

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


29

 

 

 

SUMMARY SECTION - WCM Small Cap Growth Fund

 

 

Investment Objective

 

The investment objective of the WCM Small Cap Growth Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.99%

     

0.99%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.87%

     

0.87%

 

Shareholder service fee

0.09%

 

 

 

0.09%

 

 

 

All other expenses

0.78%

 

 

 

0.78%

 

 

 

Total annual fund operating expenses

   

2.11%

     

1.86%

 

Fees waived and/or expenses reimbursed1

   

(0.87%)

     

(0.87%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.24%

     

0.99%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.24% and 0.99% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


30

 

 

 

SUMMARY SECTION

WCM Small Cap Growth Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$126

$393

$681

$1,500

Institutional Class

$101

$315

$547

$1,213

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 48% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small capitalization companies. The Fund primarily invests in common stocks of U.S. companies. The Fund may also invest in real estate investment trusts (“REITs”). The Fund’s advisor considers small capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell 2000® Index at the time of purchase. Because small capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell 2000® Index were between $16.55 million and $58.43 billion. Investments in companies that move above or below the capitalization range of the Russell 2000® Index may continue to be held by the Fund in the Fund advisor’s sole discretion.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; attractive relative valuations; and potential for asset base growth. The Fund’s advisor employs a dynamic process to analyze corporate performance and valuation, which includes evaluating the current trajectory and outlook for each company held by the Fund, as well as the value the market is assigning to the cash flow the company can generate. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived

 


31

 

 

 

SUMMARY SECTION

WCM Small Cap Growth Fund

 

 

adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Small-Cap Company Risk. The securities of small capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 28.6% of the Fund’s assets were invested in the information technology sector. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation.

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met, the prices of growth securities typically fall.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Real Estate Investment Trust (REIT) Risk. The Fund’s investment in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses.

 


32

 

 

 

SUMMARY SECTION

WCM Small Cap Growth Fund

 

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 7.14%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

33.85%

Quarter Ended 06/30/2020

Lowest Calendar Quarter Return at NAV

(25.65)%

Quarter Ended 03/31/2020

 


33

 

 

 

SUMMARY SECTION

WCM Small Cap Growth Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

15.88%

7.68%

October 30, 2019

Institutional Class Shares — Return After Taxes on Distributions*

15.88%

6.89%

October 30, 2019

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

9.40%

5.86%

October 30, 2019

Investor Class Shares — Return Before Taxes

15.64%

7.42%

October 30, 2019

Russell 2000 Growth Index (reflects no deduction for fees, expenses or taxes)

18.66%

6.55%

October 30, 2019

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

John Rackers, Portfolio Manager, and Chad Hoffman, Portfolio Manager, have been jointly and primarily responsible for the day-to-day management of the Fund’s portfolio since its inception on October 30, 2019.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 


34

 

 

 

SUMMARY SECTION

WCM Small Cap Growth Fund

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


35

 

 

 

SUMMARY SECTION - WCM SMID Quality Value Fund

 

 

Investment Objective

 

The investment objective of the WCM SMID Quality Value Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.42%

     

0.42%

 

Shareholder service fee

0.10%

 

 

 

0.10%

 

 

 

All other expenses

0.32%

 

 

 

0.32%

 

 

 

Total annual fund operating expenses

   

1.52%

     

1.27%

 

Fees waived and/or expenses reimbursed1

   

(0.42%)

     

(0.42%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.10%

     

0.85%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.10% and 0.85% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


36

 

 

 

SUMMARY SECTION

WCM SMID Quality Value Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$112

$350

$606

$1,340

Institutional Class

$87

$271

$471

$1,049

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small- and mid-capitalization companies the Fund’s advisor believes to be undervalued. Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Fund primarily invests in common stocks of U.S. companies. The Fund may also invest in real estate investment trusts (“REITs”). The Fund’s advisor considers small- and mid-capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell 2500® Index at the time of purchase. Because small- and mid-capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell 2500® Index were between $16.55 billion and $58.43 billion. Investments in companies that move above or below the capitalization range of the Russell 2500® Index may continue to be held by the Fund in the Fund advisor’s sole discretion. The Fund will be managed pursuant to a “focused” strategy whereby the Fund’s investment advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund expects to hold the equity securities of approximately 45 or less issuers.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies trading at discounts to their intrinsic value. The Fund’s advisor seeks to determine a company’s intrinsic value through disciplined financial analysis. The Fund’s advisor believes that equities purchased at prices below their intrinsic value may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s intrinsic value. The advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; and attractive relative valuations. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 


37

 

 

 

SUMMARY SECTION

WCM SMID Quality Value Fund

 

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Small-Cap and Mid-Cap Company Risk. The securities of small-capitalization and mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Real Estate Investment Trust (REIT) Risk. The Fund’s investment in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses.

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 


38

 

 

 

SUMMARY SECTION

WCM SMID Quality Value Fund

 

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 26.8% of the Fund’s assets were invested in the industrials sector. Performance of companies in the industrials sector may be affected by, among other things, supply and demand for their specific product or service and for industrial sector products in general. Moreover, government regulation, world events, exchange rates and economic conditions, technological developments, fuel prices, labor agreements, insurance costs, and liabilities for environmental damage and general civil liabilities will likewise affect the performance of these companies.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Prior to November 30, 2022, the Fund was named the WCM Focused Small Cap Fund and invested primarily in equity securities of small capitalization companies the Fund’s advisor believes to be undervalued. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 


39

 

 

 

SUMMARY SECTION

WCM SMID Quality Value Fund

 

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 11.37%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

23.61%

Quarter Ended 12/31/2020

Lowest Calendar Quarter Return at NAV

(33.81)%

Quarter Ended 03/31/2020

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

24.09%

7.25%

October 30, 2019

Institutional Class Shares — Return After Taxes on Distributions*

23.84%

6.55%

October 30, 2019

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

14.42%

5.45%

October 30, 2019

Investor Class Shares — Return Before Taxes

23.83%

6.95%

October 30, 2019

Russell 2500® Value Index (reflects no deduction for fees, expenses or taxes)

15.98%

8.70%

October 30, 2019

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 


40

 

 

 

SUMMARY SECTION

WCM SMID Quality Value Fund

 

 

Portfolio Managers

 

Jon Detter, Portfolio Manager, Pat McGee, Portfolio Manager, and Anthony Glickhouse, Portfolio Manager, have been jointly and primarily responsible for the day-to-day management of the Fund’s portfolio since its inception on October 30, 2019.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


41

 

 

 

SUMMARY SECTION - WCM China Quality Growth Fund

 

 

Investment Objective

 

The investment objective of the WCM China Quality Growth Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

1.00%

     

1.00%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

4.21%

     

4.21%

 

Shareholder service fee

0.07%

 

 

 

0.07%

 

 

 

All other expenses

4.14%

 

 

 

4.14%

 

 

 

Total annual fund operating expenses

   

5.46%

     

5.21%

 

Fees waived and/or expenses reimbursed1

   

(3.96%)

     

(3.96%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.50%

     

1.25%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.50% and 1.25% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


42

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$153

$474

$818

$1,791

Institutional Class

$127

$397

$686

$1,511

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 57% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of Chinese companies. The Fund’s advisor considers a company to be a Chinese company if it has been organized under the laws of, has its principal offices in, or has its securities principally traded in, China, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in China. For purposes of the Fund’s investments, China also includes its special administrative regions and other districts, such as Hong Kong and Taiwan.

 

The Fund’s investments in equity securities may include common stock, including A-Shares, H-Shares, and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund may invest in China A-Shares through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect programs (collectively, “Stock Connect”), or through the Qualified Foreign Institutional Investor and Renminbi Qualified Foreign Institutional Investor systems (collectively, the “QFII Programs”). The Fund may also use participation certificates issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies believed to be quality companies and have above-average potential for growth in assets and the rate of return on invested capital. The Fund’s advisor considers quality growth companies to: (i) have a history of predictable and consistent earnings growth; (ii) have regular, growing dividend payments; (iii) be industry leaders with sustainable competitive advantages; (iv) have corporate cultures emphasizing strong, quality and experienced management; (v) have little or no debt; (vi) have attractive relative valuations; and (vii) have potential for asset base growth. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk. The Fund will generally hold the equity securities of approximately 30 to 50 issuers, and the Fund may invest in securities of any market capitalization. The Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors.

 


43

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

The Fund is classified as “non-diversified” under the Investment Company Act of 1940 (the “1940 Act”), which means that it may invest more of its assets in a smaller number of issuers than “diversified” funds.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Risks Associated with China, Hong Kong and Taiwan.

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual

 

44

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Risks of Investing in A-Shares. The A-Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities in the A-Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities and may impact the ability of the Fund to pursue its investment strategy. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-Share market than for Chinese securities markets generally because the A-Share market is subject to greater government restrictions and control, including trading suspensions. China A-Shares are only available to non-mainland China investors (i) through the QFII Programs or (ii) through Stock Connect.

 

A-Shares Tax Risk. The Fund’s investments in A-Shares will be subject to a number of taxes and tax regulations in China. The application of many of these tax regulations is at present uncertain. Moreover, the People’s Republic of China (“PRC”) has implemented a number of tax reforms in recent years, including the value added tax reform, and may continue to amend or revise existing PRC tax laws in the future. Changes in applicable PRC tax law, particularly taxation on a retrospective basis, could reduce the after-tax profits of the Fund directly or indirectly by reducing the after-tax profits of the Chinese companies in which the Fund invests. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities for the Fund. The Fund’s investments in securities issued by Chinese companies, including A-Shares, may cause the Fund to become subject to withholding income tax and other taxes imposed by the PRC. The PRC taxation rules are evolving, may change, and new rules may be applied retroactively. Any such changes could have an adverse impact on Fund performance.

 

Risks of Investing through Stock Connect. Investing in A-Shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is also subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect each day, and as such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although the Fund will be permitted to sell A-Shares regardless of the Daily Quota balance). Thus, the Daily Quota may restrict the Fund’s ability to invest in A-Shares through Stock Connect on a timely basis and could affect the Fund’s ability to

 


45

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.

 

Risks of Investing in H-Shares. H-Shares are shares of companies incorporated in mainland China and traded in Hong Kong dollars on the Hong Kong Stock Exchange, and they must meet Hong Kong’s listing and disclosure requirements. In addition to the risks described herein, H-shares are subject to the risk that the Hong Kong stock market may behave very differently from the mainland Chinese stock market. There may be little to no correlation between the performance of the Hong Kong stock market and the mainland Chinese stock market.

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met, the prices of growth securities typically fall.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Participation Certificates Risk. Participation certificates represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. The risks of investing in participation certificates includes foreign investment risk. Participation certificates also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. The purchaser of a participation certificate must rely on the credit worthiness of the bank or broker who issues the participation certificate, and these notes do not have the same rights as a shareholder of the underlying foreign security.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors.

 


46

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

Non-Diversification Risk. The Fund is classified as “non-diversified,” which means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified fund. Investment in securities of a limited number of issuers exposes the Fund to greater market risk and potential losses than if its assets were diversified among the securities of a greater number of issuers.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

 

Year

The year-to-date return as of March 31, 2024, was (9.43)%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

16.53%

Quarter Ended 12/31/2022

Lowest Calendar Quarter Return at NAV

(21.14)%

Quarter Ended 03/31/2022

 


47

 

 

 

SUMMARY SECTION

WCM China Quality Growth Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

(18.26)%

0.71%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions*

(18.49)%

(0.39)%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

(10.68)%

0.46%

March 31, 2020

Investor Class Shares — Return Before Taxes

(18.49)%

0.46%

March 31, 2020

MSCI China All Shares Index (reflects no deduction for fees, expenses or taxes)

(11.53)%

(3.60)%

March 31, 2020

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Manager

 

Michael Tian, CFA, Portfolio Manager, has served as a portfolio manager of the Fund since its inception on March 31, 2020 and is primarily responsible of the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


48

 

 

 

SUMMARY SECTION - WCM Developing World Equity Fund

 

 

Investment Objective

 

The investment objective of the WCM Developing World Equity Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses1 (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.95%

     

0.95%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

14.42%

     

14.42%

 

Shareholder service fee

0.13%

 

 

 

0.13%

 

 

 

All other expenses

14.29%

 

 

 

14.29%

 

 

 

Total annual fund operating expenses

   

15.62%

     

15.37%

 

Fees waived and/or expenses reimbursed2

   

(14.42%)

     

(14.42%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses2

   

1.20%

     

0.95%

 
                 

 

1

The expense information in the table has been restated to reflect the current management fee and expense caps, effective October 1, 2023.

 

2

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.20% and 0.95% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


49

 

 

 

SUMMARY SECTION

WCM Developing World Equity Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$122

$381

$660

$1,455

Institutional Class

$97

$303

$525

$1,166

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 46% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies located in developing countries. In determining whether a country is a developing country, the Fund’s investment advisor will consider, among other things, whether the country is generally considered to be a developing country by the international financial community; the country’s per capita gross domestic product; the percentage of the country’s economy that is industrialized; market capital as a percentage of the country’s gross domestic product; and the overall regulatory environment of the country, including the presence of governmental regulation limiting or banning foreign ownership and restrictions on repatriation of initial capital, dividends, interest and/or capital gains. For example, the investment advisor expects that most countries classified by the World Bank as having low- to middle-income economies, or that are included in any of the Morgan Stanley Capital International (“MSCI”) emerging markets or frontier markets indices, will be treated as developing countries. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. Under normal market conditions, the Fund invests in the securities of companies located in at least three different countries outside of the United States, and the Fund may invest in securities of any market capitalization. From time to time, the Fund may invest a significant portion of its assets in the securities of companies located in one or a few developing countries or regions.

 

The advisor’s investment process begins with bottom-up, fundamental research, which involves examining and ranking companies based on the following factors: (i) the company’s corporate performance; (ii) the company’s competitive position; (iii) the company’s potential future growth; and (iv) the company’s intrinsic value. The advisor’s fundamental research also involves an analysis of a company’s environmental, social and governance (“ESG”) characteristics. The Fund’s advisor utilizes a proprietary, qualitative analysis in screening companies for the Fund’s portfolio that satisfy its ESG criteria. Industry-specific, material ESG value drivers are identified for each company based on the internally derived criteria as

 


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WCM Developing World Equity Fund

 

 

well as from information sourced from corporate disclosures, specialized datasets and other publicly filed information. The advisor’s strategy is focused on identification and analysis of material ESG drivers, which are the most relevant and financially important ESG aspects of the company’s business model. In the advisor’s view, these ESG drivers can have a significant short- or long-term impact on the company’s financial performance and the sustainability of that performance. The advisor’s methodology determines what it believes the impact each of the drivers has on the metrics such as revenue, profits, cash flow, returns and risks. These drivers serve as a tool to identify companies’ with improving ESG characteristics (i.e., the company’s “ESG Trajectory”). The advisor’s approach is also informed by industry-based standards for material ESG factors established by the Sustainability Accounting Standards Board. In addition, the Fund’s advisor will review company financial filings, proxy disclosures, corporate sustainability reports, Carbon Disclosure Project scores, government databases, Bloomberg ESG analytics, Institutional Shareholder Services Inc. (“ISS”) reports and engage with company management as part of its screening process. The advisor’s environmental assessment includes identifying companies that provide products or services that are tied to an environmental competitive advantage as compared to their peers. For example, the Fund may invest in companies offering products or services with superior energy efficiency, better management of energy, water and waste resources, or offer solutions to emissions regulations. Social assessment includes identifying companies that promote societal benefits or address societal challenges. For example, the Fund may invest in companies with good diversity practices, lower employee turnover, and solid employee safety track-records. Governance assessment includes a focus on shareholder rights, senior management compensation, board structure, and audit/accounting risk. Based on the advisor’s deeper qualitative ESG assessment, the Fund’s advisor selects companies that demonstrate a strong or improving ESG Trajectory and generally excludes companies with weak ESG performance. The Fund’s ESG screening process is designed to exclude companies that are involved in and derive significant revenue from certain industries or product lines, including:

 

tobacco,

 

gambling,

 

civil firearms (i.e., those firearms typically available for consumer use in the United States),

 

controversial weapons (e.g., land mines), and

 

pornography.

 

The Fund’s ESG screening process does not exclude traditional defense contractors nor does it exclude all alcohol. The Fund’s advisor does not utilize third-party ESG rankings or a scoring mechanism in the Fund’s portfolio construction process.

 

The Fund is classified as “non-diversified” under the Investment Company Act of 1940 (the “1940 Act”), which means that it may invest more of its assets in a smaller number of issuers than “diversified”.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 


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WCM Developing World Equity Fund

 

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Risks Associated with China, Hong Kong and Taiwan.

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less

 


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WCM Developing World Equity Fund

 

 

publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

ESG Criteria Risk. While the Fund’s advisor believes that the integration of ESG analysis as part of the investment process contributes to its risk management approach, the Fund’s consideration of ESG criteria in making its investment decisions may affect the Fund’s exposure to risks associated with certain issuers, industries and sectors, which may impact the Fund’s investment performance. In addition, because the Fund’s ESG criteria exclude securities of certain issuers, the Fund may forgo some market opportunities available to funds that do not use these criteria. There are significant differences in interpretations of what it means for a company to have positive ESG characteristics. Furthermore, ESG information from third-party data providers may be incomplete, inaccurate or unavailable which could cause the Fund’s advisor to incorrectly assess a company’s ESG characteristics.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 24.6% of the Fund’s assets were invested in the financial sector. The performance of companies in the financial sector may be adversely impacted by many factors, including, among others: government regulations of, or related to, the sector; governmental monetary and fiscal policies; economic, business or political conditions; credit rating downgrades; changes in interest rates; price competition; and decreased liquidity in credit markets.

 


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WCM Developing World Equity Fund

 

 

Non-Diversification Risk. The Fund is classified as “non-diversified,” which means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified fund. Investment in securities of a limited number of issuers exposes the Fund to greater market risk and potential losses than if its assets were diversified among the securities of a greater number of issuers.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was (0.55)%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

15.29%

Quarter Ended 12/31/2022

Lowest Calendar Quarter Return at NAV

(13.48)%

Quarter Ended 06/30/2022

 


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WCM Developing World Equity Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

6.86%

9.47%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions*

6.64%

8.72%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

4.48%

7.29%

March 31, 2020

Investor Class Shares — Return Before Taxes

6.59%

9.20%

March 31, 2020

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

9.83%

7.77%

March 31, 2020

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

The portfolio management team is comprised of Pablo Echavarria, Portfolio Manager, Rolf Kelly, Portfolio Manager, and Rob Quirk, Portfolio Manager. Messrs. Echevarria and Kelly have served as portfolio managers of the Fund since its inception on March 31, 2020. Mr. Quirk has served as a portfolio manager of the Fund since June 30, 2021. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 


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WCM Developing World Equity Fund

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


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SUMMARY SECTION - WCM International Equity Fund

 

 

Investment Objective

 

The investment objective of the WCM International Equity Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses1 (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

0.63%

     

0.63%

 

Shareholder service fee

0.10%

 

 

 

0.10%

 

 

 

All other expenses

0.53%

 

 

 

0.53%

 

 

 

Total annual fund operating expenses

   

1.73%

     

1.48%

 

Fees waived and/or expenses reimbursed2

   

(0.63%)

     

(0.63%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses2

   

1.10%

     

0.85%

 
                 

 

1

The expense information in the table has been restated to reflect the current expense cap, effective October 1, 2023.

 

2

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.10% and 0.85% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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WCM International Equity Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$112

$350

$606

$1,340

Institutional Class

$87

$271

$471

$1,049

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 39% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of non-U.S. domiciled companies. The Fund may invest in equity securities or depositary receipts of companies located in developed countries and in emerging market and frontier market countries. Emerging market and frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or included in any of the Morgan Stanley Capital International (“MSCI”) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. Under normal market conditions, the Fund invests in the securities of companies domiciled in at least three different countries outside of the United States, and the Fund may invest in securities of any market capitalization. From time to time, the Fund may invest a significant portion of its assets in the securities of companies domiciled in one or a few countries or regions.

 

The advisor’s investment process begins with bottom-up, fundamental research, which involves examining and ranking companies based on the following factors: (i) the company’s corporate performance; (ii) the company’s competitive position; (iii) the company’s potential future growth; and (iv) the company’s intrinsic value. The advisor’s fundamental research also involves an analysis of a company’s environmental, social and governance (“ESG”) characteristics. The Fund’s advisor utilizes a proprietary, qualitative analysis in screening companies for the Fund’s portfolio that satisfy its ESG criteria. Industry-specific, material ESG value drivers are identified for each company based on the internally derived criteria as well as from information sourced from corporate disclosures, specialized datasets and other publicly filed information. The advisor’s strategy is focused on identification and analysis of material ESG drivers, which are the most relevant and financially important ESG aspects of the company’s business model. In the advisor’s view, these ESG drivers can have a significant short- or long-term impact on the company’s financial performance and the sustainability of that

 


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WCM International Equity Fund

 

 

performance. The advisor’s methodology determines what it believes the impact each of the drivers has on the metrics such as revenue, profits, cash flow, returns and risks. These drivers serve as a tool to identify companies’ with improving ESG characteristics (i.e., the company’s “ESG Trajectory”). The advisor’s approach is also informed by industry-based standards for material ESG factors established by the Sustainability Accounting Standards Board. In addition, the Fund’s advisor will review company financial filings, proxy disclosures, corporate sustainability reports, Carbon Disclosure Project scores, government databases, Bloomberg ESG analytics, Institutional Shareholder Services Inc. (“ISS”) reports and engage with company management as part of its screening process. The advisor’s environmental assessment includes identifying companies that provide products or services that are tied to an environmental competitive advantage as compared to their peers. For example, the Fund may invest in companies offering products or services with superior energy efficiency, better management of energy, water and waste resources, or offer solutions to emissions regulations. Social assessment includes identifying companies that promote societal benefits or address societal challenges. For example, the Fund may invest in companies with good diversity practices, lower employee turnover, and solid employee safety track-records. Governance assessment includes a focus on shareholder rights, senior management compensation, board structure, and audit/accounting risk. Based on the advisor’s deeper qualitative ESG assessment, the Fund’s advisor selects companies that demonstrate a strong or improving ESG Trajectory and generally excludes companies with weak ESG performance. The Fund’s ESG screening process is designed to exclude companies that are involved in and derive significant revenue from certain industries or product lines, including:

 

tobacco,

 

gambling,

 

civil firearms (i.e., those firearms typically available for consumer use in the United States),

 

controversial weapons (e.g., land mines), and

 

pornography.

 

The Fund’s ESG screening process does not exclude traditional defense contractors nor does it exclude all alcohol. The Fund’s advisor does not utilize third-party ESG rankings or a scoring mechanism in the Fund’s portfolio construction process.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 


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WCM International Equity Fund

 

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

ESG Criteria Risk. While the Fund’s advisor believes that the integration of ESG analysis as part of the investment process contributes to its risk management approach, the Fund’s consideration of ESG criteria in making its investment decisions may affect the Fund’s exposure to risks associated with certain issuers, industries and sectors, which may impact the Fund’s investment performance. In addition, because the Fund’s ESG criteria exclude securities of certain issuers, the Fund may forgo some market opportunities available to funds that do not use these criteria. There are significant differences in interpretations of what it means for a company to have positive ESG characteristics. Furthermore, ESG information from third-party data providers may be incomplete, inaccurate or unavailable, which could cause the Fund’s advisor to incorrectly assess a company’s ESG characteristics.

 


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WCM International Equity Fund

 

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 


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WCM International Equity Fund

 

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 3.97%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

16.25%

Quarter Ended 12/31/2022

Lowest Calendar Quarter Return at NAV

(13.96)%

Quarter Ended 06/30/2022

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

13.83%

12.98%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions*

12.66%

12.26%

March 31, 2020

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

8.46%

10.06%

March 31, 2020

Investor Class Shares — Return Before Taxes

13.59%

12.69%

March 31, 2020

MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes)

15.62%

11.64%

March 31, 2020

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 


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WCM International Equity Fund

 

 

Portfolio Managers

 

The portfolio management team is comprised of Pablo Echavarria, Portfolio Manager, Rolf Kelly, Portfolio Manager, and Rob Quirk, Portfolio Manager. Messrs. Echevarria and Kelly have served as portfolio managers of the Fund since its inception on March 31, 2020. Mr. Quirk has served as a portfolio manager of the Fund since June 30, 2021. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


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SUMMARY SECTION - WCM Focused International Value Fund

 

 

Investment Objective

 

The investment objective of the WCM Focused International Value Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

2.51%

     

2.51%

 

Shareholder service fee

0.08%

     

0.08%

 

 

 

Tax reclaim fees

0.01%

     

0.01%

     

All other expenses

2.42%

 

 

 

2.42%

 

 

 

Total annual fund operating expenses

   

3.61%

     

3.36%

 

Fees waived and/or expenses reimbursed1

   

(2.10%)

     

(2.10%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.51%

     

1.26%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.50% and 1.25% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and it may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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SUMMARY SECTION

WCM Focused International Value Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$154

$477

$824

$1,802

Institutional Class

$128

$400

$692

$1,523

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 38% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 75% of its net assets in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies the Fund’s advisor believes to be undervalued, which companies may be located in developed, emerging market or frontier market countries. Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their intrinsic values, their peers, or their prospects for growth. Emerging market and frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or are included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund will be managed pursuant to a “focused” strategy, whereby the Fund’s advisor typically invests the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund will invest in equity securities of approximately 30 to 60 issuers.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies with comparatively low valuations compared to other companies of similar market capitalization, sector, and/or industry, based on factors such as the price-to-earnings ratio, price-to-book ratio, price-to-cash flow ratio, dividend yield, net working capital, and earnings estimate revisions. The Fund’s advisor believes that investment in a company with relatively low valuations may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s intrinsic value. The advisor’s investment process seeks companies that are industry leaders with expanding competitive advantages, strong balance sheets, and attractive valuations. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 


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SUMMARY SECTION

WCM Focused International Value Fund

 

 

Although the Fund may invest in companies of any size, it generally invests in large capitalization, established, multinational companies. The Fund’s advisor considers large capitalization companies to be those with market capitalizations of $5 billion or greater at the time of investment. The Fund generally invests in the securities of companies located in different regions and in at least three different countries. From time to time, the Fund may invest a significant portion of its assets in the securities of companies located in one or a few countries or regions. From time to time, the Fund may also make significant investments in certain sectors or group of sectors within a particular industry or industries.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 


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SUMMARY SECTION

WCM Focused International Value Fund

 

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets.

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine,

 


67

 

 

 

SUMMARY SECTION

WCM Focused International Value Fund

 

 

and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 8.62%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

15.21%

Quarter Ended 12/31/2022

Lowest Calendar Quarter Return at NAV

(16.22)%

Quarter Ended 06/30/2022

 


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SUMMARY SECTION

WCM Focused International Value Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception
Date

Institutional Class Shares — Return Before Taxes

18.43%

9.09%

June 29, 2020

Institutional Class Shares — Return After Taxes on Distributions*

18.15%

8.96%

June 29, 2020

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

11.10%

7.08%

June 29, 2020

Investor Class Shares — Return Before Taxes

18.08%

8.81%

June 29, 2020

MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes)

15.62%

7.91%

June 29, 2020

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Manager

 

The portfolio management team is comprised of Andrew Wiechert, Portfolio Manager, and Drew French, Portfolio Manager. Mr. Wiechert has served as a portfolio manager of the Fund since its inception on June 29, 2020. Mr. French has served as a portfolio manager of the Fund since December 31, 2020. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 


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SUMMARY SECTION

WCM Focused International Value Fund

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


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SUMMARY SECTION - WCM Focused International Opportunities Fund

 

 

Investment Objective

 

The investment objective of the WCM Focused International Opportunities Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

1.00%

     

1.00%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

1.05%

     

1.05%

 

Shareholder service fee

0.07%

 

 

 

0.07%

 

 

 

All other expenses

0.98%

 

 

 

0.98%

 

 

 

Total annual fund operating expenses

   

2.30%

     

2.05%

 

Fees waived and/or expenses reimbursed1

   

(0.80%)

     

(0.80%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.50%

     

1.25%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.50% and 1.25% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$153

$474

$818

$1,791

Institutional Class

$127

$397

$686

$1,511

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 87% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests primarily in equity securities or depositary receipts of small- to mid-capitalization companies domiciled outside of the United States, including companies located in emerging market or frontier market countries. Emerging market or frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier market indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. The Fund’s advisor considers small- to mid-capitalization companies to be companies with market capitalizations within the range of those companies included in the MSCI ACWI Ex USA SMID Cap Index at the time of purchase. Because small- to mid-capitalization companies are defined by reference to an index, the range of market capitalizations of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the MSCI ACWI Ex USA SMID Cap Index were between $0.00 million and $30.67 billion. The Fund’s advisor will consider the market capitalization range by country. Investments in companies that move above or below the capitalization range of the MSCI ACWI Ex USA SMID Cap Index may continue to be held by the Fund in the sole discretion of the Fund’s advisor.

 

The Fund’s investments in equity securities may include common stock, common stock that is offered in initial public offerings (“IPOs”), depositary receipts and China A-shares (“China A-Shares” or “A-Shares”). The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. China A-Shares are equity securities issued by companies located in the People’s Republic of China (“China” or the “PRC”) that are denominated and traded in Renminbi (“RMB”) on the Shanghai Stock Exchange or the Shenzhen Stock Exchange. The Fund may invest in China A-Shares through the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect programs (collectively, “Stock Connect”), or through the Qualified Foreign Institutional Investor and Renminbi Qualified Foreign Institutional Investor systems (collectively, the “QFII Programs”). The Fund may also invest in real estate investment trusts (“REITs”). The Fund

 


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may also use participation certificates issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange. For purposes of the Fund’s 80% policy described above, participation certificates are classified according to their underlying or referenced security.

 

Under normal market conditions, the Fund invests in the securities of companies located in different countries and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors from time to time. The Fund will be managed pursuant to a “focused” strategy, whereby the Fund’s advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk specific to an issuer’s country of domicile.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 


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WCM Focused International Opportunities Fund

 

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the European Union (the “EU”), which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

Small-Cap and Mid-Cap Company Risk. The securities of small-capitalization and mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large-capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Risks Associated with China, Hong Kong and Taiwan.

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,

 


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WCM Focused International Opportunities Fund

 

 

trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

Risks of Investing in A-Shares. The A-Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities in the A-Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities and may impact the ability of the Fund to pursue its investment strategy. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-Share market than for Chinese securities markets generally because the A-Share market is subject to greater government restrictions and control, including trading suspensions. China A-Shares are only available to non-mainland China investors (i) through the QFII Programs or (ii) through Stock Connect.

 

A-Shares Tax Risk. The Fund’s investments in A-Shares will be subject to a number of taxes and tax regulations in China. The application of many of these tax regulations is currently uncertain. Moreover, the PRC has implemented a number of tax reforms in recent years, including the value added tax reform, and may continue to amend or revise existing PRC tax laws in the future. Changes in applicable PRC tax law, particularly taxation on a retrospective basis, could reduce the after-tax profits of the Fund directly or indirectly by reducing the after-tax profits of the Chinese companies in which the Fund invests. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities for the Fund. The Fund’s investments in securities issued by Chinese companies, including A-Shares, may cause the Fund to become subject to withholding income tax and other taxes imposed by the PRC. The PRC taxation rules are evolving, may change, and new rules may be applied retroactively. Any such changes could have an adverse impact on Fund performance.

 

Risks of Investing through Stock Connect. Investing in A-Shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is also subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect each day, and as such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although the Fund will be permitted to sell A-Shares regardless of the Daily Quota balance). Thus, the Daily Quota may restrict the Fund’s ability to invest in A-Shares through Stock Connect on a timely basis and could affect the Fund’s ability to effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.

 


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WCM Focused International Opportunities Fund

 

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 

Real Estate Investment Trust (REIT) Risk. The Fund’s investment in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses.

 

Participation Certificates Risk. Participation certificates represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. The risks of investing in participation certificates includes foreign investment risk. Participation certificates also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. The purchaser of a participation certificate must rely on the credit worthiness of the bank or broker who issues the participation certificate, and these notes do not have the same rights as a shareholder of the underlying foreign security.

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 29.5% of the Fund’s assets were invested in the information technology sector. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 


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WCM Focused International Opportunities Fund

 

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Prior to August 15, 2023, the Fund had a policy to invest at least 80% of its net assets in equity securities or depositary receipts of small- to mid- capitalization companies domiciled outside of the United States. Performance results shown in the bar chart and performance table below for periods prior to August 15, 2023, reflect the Fund’s previous investment strategy. Updated performance information is available at the Fund’s website https://www.wcminvestfunds.com/, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

The year-to-date return as of March 31, 2024, was 6.15%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

16.38%

Quarter Ended 12/31/2023

Lowest Calendar Quarter Return at NAV

(23.50)%

Quarter Ended 06/30/2022

 


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WCM Focused International Opportunities Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

25.80%

(1.29)%

March 30, 2021

Institutional Class Shares — Return After Taxes on Distributions*

25.65%

(1.35)%

March 30, 2021

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

15.36%

(0.99)%

March 30, 2021

Investor Class Shares — Return Before Taxes

25.65%

(1.52)%

March 30, 2021

MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes)

15.62%

0.33%

March 30, 2021

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

Gregory Ise, Portfolio Manager, and Tamara Manoukian, Portfolio Manager, have been jointly and primarily responsible for the day-to-day management of the Fund’s portfolio since its inception on March 30, 2021.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


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SUMMARY SECTION - WCM Mid Cap Quality Value Fund

 

 

Investment Objective

 

The investment objective of the WCM Mid Cap Quality Value Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.85%

     

0.85%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

35.62%

     

35.62%

 

Shareholder service fee

0.15%

 

 

 

0.15%

 

 

 

All other expenses

35.47%

 

 

 

35.47%

 

 

 

Total annual fund operating expenses

   

36.72%

     

36.47%

 

Fees waived and/or expenses reimbursed1

   

(35.47%)

     

(35.47%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.25%

     

1.00%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.25% and 1.00% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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WCM Mid Cap Quality Value Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$127

$397

$686

$1,511

Institutional Class

$102

$318

$552

$1,225

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 15% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of mid capitalization companies. The Fund primarily invests in common stocks of U.S. companies. The Fund may also invest in real estate investment trusts (“REITs”). The Fund’s advisor considers mid capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell Midcap Index at the time of purchase. Because mid capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell Midcap Index were between $351.89 million and $88.97 billion. Investments in companies that move above or below the capitalization range of the Russell Midcap Index may continue to be held by the Fund in the Fund advisor’s sole discretion. The Fund will be managed pursuant to a “focused” strategy whereby the Fund’s investment advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund expects to hold the equity securities of approximately 40 or less issuers.

 

Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Fund’s advisor uses a bottom-up approach that seeks to identify companies trading at significant discounts to their intrinsic value. The Fund’s advisor seeks to determine a company’s intrinsic value through disciplined financial analysis. The Fund’s advisor believes that equities purchased at prices substantially below their intrinsic value may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s intrinsic value. The advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; and attractive relative valuations. In selecting securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 


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WCM Mid Cap Quality Value Fund

 

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Mid Cap Company Risk. The securities of mid capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors.

 

REIT Risk. The Fund’s investment in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global

 


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WCM Mid Cap Quality Value Fund

 

 

financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 10.48%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

13.14%

Quarter Ended 12/31/2023

Lowest Calendar Quarter Return at NAV

(4.17)%

Quarter Ended 9/30/2023

 


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WCM Mid Cap Quality Value Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

29.13%

13.49%

July 28, 2022

Institutional Class Shares — Return After Taxes on Distributions*

28.29%

12.96%

July 28, 2022

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

17.37%

10.16%

July 28, 2022

Investor Class Shares — Return Before Taxes

28.72%

13.17%

July 28, 2022

Russell Midcap Value Index (reflects no deduction for fees, expenses or taxes)

12.71%

6.98%

July 28, 2022

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

Jon Detter, Portfolio Manager, Pat McGee, Portfolio Manager, and Anthony Glickhouse, Portfolio Manager, have been jointly and primarily responsible for the day-to-day management of the Fund’s portfolio since its inception on July 28, 2022.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


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SUMMARY SECTION - WCM Focused Emerging Markets ex China Fund

 

 

Investment Objective

 

The investment objective of the WCM Focused Emerging Markets ex China Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

1.00%

     

1.00%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

15.53%

     

15.53%

 

Shareholder service fee

0.15%

     

0.15%

     

All other expenses

15.38%

     

15.38%

     

Total annual fund operating expenses

   

16.78%

     

16.53%

 

Fees waived and/or expenses reimbursed1

   

(15.28%)

     

(15.28%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1

   

1.50%

     

1.25%

 
                 

 

1

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.50% and 1.25% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


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WCM Focused Emerging Markets ex China Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Five Years

Ten Years

Investor Class

$153

$474

$818

$1,791

Institutional Class

$127

$397

$686

$1,511

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 37% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies in emerging or frontier countries or markets, excluding companies in China. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s advisor expects the Fund to primarily invest in equity securities under normal circumstances. The Fund’s equity investments include common stock, which may include common stock that is offered in initial public offerings (“IPOs”), and depositary receipts. The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). The Fund will be managed pursuant to a “focused” strategy whereby the Fund’s investment advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers.

 

The Fund may purchase exchange-traded funds (“ETFs”) to manage the Fund’s cash holdings and gain exposure to the types of securities in which the Fund primarily invests. ETFs are investment companies that invest in portfolios of securities designed to track particular market segments or indices, the shares of which are bought and sold on a securities exchange. The Fund will count its ETF positions for purposes of determining whether it holds at least 80% of the value of its net assets (including investment-related borrowings) in equity securities of companies in emerging or frontier countries or markets, excluding companies in China.

 

The Fund’s advisor uses a bottom-up approach that seeks to identify companies with attractive fundamentals, such as long-term historical growth in revenue and earnings, and/or a strong probability for superior future growth. The advisor’s investment process seeks companies that are industry leaders with strengthening competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. The Fund’s advisor also considers other factors including political risk, monetary policy risk, and regulatory risk in selecting securities.

 


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WCM Focused Emerging Markets ex China Fund

 

 

The Fund may invest in securities of any size companies. The Fund generally invests in the securities of companies domiciled in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies domiciled in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.

 

Principal Risks of Investing

 

Risk is inherent in all investing and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends.

 

Asia Risk. Asia includes both developed and emerging market economies experiencing different stages of growth. Certain Asian economies may experience currency devaluations and restrictions, high inflation, decreased exports, high unemployment rates, government corruption, and economic recessions. In addition, certain Asian countries have experienced expropriation and/or nationalization of assets, confiscatory taxation, political instability, piracy of intellectual property data, armed conflict, and social instability as a result of religious, ethnic, socio-economic and/or political unrest. In particular, escalated tensions involving North Korea and any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, could have a severe adverse effect on Asian economies. Some economies in this region are dependent on a range of commodities, strongly affected by international commodity prices, and particularly vulnerable to price changes for these products. The market for securities in this region may also be directly influenced by the flow of international capital and by the economic and market conditions of neighboring countries. Some Asian economies are highly dependent on trade, and the economic conditions in other countries within and outside of Asia can impact these economies.

 


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WCM Focused Emerging Markets ex China Fund

 

 

Latin America Risk. Latin American economies are generally considered emerging markets characterized by political instability and high levels of debt, unemployment, inflation, and interest rates. Currency devaluations in any one Latin American country may have a significant impact on the entire Latin American region. Commodities such as oil and gas, minerals, and metals represent a significant percentage of the region’s exports. As a result, Latin American economies are particularly sensitive to fluctuations in commodity prices, the global demand for commodities, and the economic conditions of international trade partners, including the United States, Europe, and Asia. A relatively small number of Latin American companies represents a large portion of Latin America’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements than regions with more numerous and economically diverse companies.

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed markets. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

ETF Risk. Investing in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF is based and will expose the Fund to risks similar to those of investing directly in those securities. Shares of ETFs typically trade on securities exchanges and may at times trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs.

 

Risks Associated with Taiwan. Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries. These tensions may materially affect the Taiwanese economy and its securities market. Taiwan’s economy is export-oriented and depends on open world trade, which makes it vulnerable to fluctuations in the world economy. The Taiwanese economy is dependent on the economies of Asia, mainly those of Japan and China, and the United States. Reduction in spending by any of those countries on Taiwanese products and services, or negative changes in any of those economies, may adversely impact the Taiwanese economy.

 

Risks Associated with India. Investments in Indian issuers involve legal, regulatory, political, currency, and economic risks that are specific to India. For example, in addition to the general risks applicable to emerging market securities, there are special risks associated with investments in Indian issuers, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, and exchange control regulations (including currency blockage). Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of India. A high proportion of the securities of many Indian issuers are held by a limited number of persons or entities, which may limit the number of shares available for investment by the Fund. Also, a limited number of issuers represent a disproportionately large percentage of market capitalization and trading value in India.

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 


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WCM Focused Emerging Markets ex China Fund

 

 

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

Liquidity Risk. The Fund may not be able to sell some or all of the investments that it holds due to a lack of demand in the marketplace or other factors such as market turmoil, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs it may only be able to sell those investments at a loss. Illiquid assets may also be difficult to value.

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. The securities of small-capitalization or mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors. For example, as of December 31, 2023, 30.3% and 26.9% of the Fund’s assets were invested in the information technology sector and the financial sector, respectively. Companies in the information technology sector can be significantly affected by intense competition, consumer preferences, problems with product compatibility and government regulation. The performance of companies in the financial sector may be adversely impacted by many factors, including, among others: government regulations of, or related to, the sector; governmental monetary and fiscal policies; economic, business or political conditions; credit rating downgrades; changes in interest rates; price competition; and decreased liquidity in credit markets.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 


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WCM Focused Emerging Markets ex China Fund

 

 

Performance

 

The bar chart and table below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year for Institutional Class Shares and by showing how the average annual total returns of each class of the Fund compare with the average annual total returns of a broad-based market index. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. Updated performance information is available at the Fund’s website www.wcminvestfunds.com, or by calling the Fund at 1-888-988-9801. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

Annual Total Return (before taxes) for Institutional Class Shares

 

For each calendar year at NAV

 

Year

The year-to-date return as of March 31, 2024, was 5.65%.

 

Institutional Shares

Highest Calendar Quarter Return at NAV

14.34%

Quarter Ended 12/31/2023

Lowest Calendar Quarter Return at NAV

(3.45)%

Quarter Ended 9/30/2023

 


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WCM Focused Emerging Markets ex China Fund

 

 

Average Annual Total Returns
(for the periods ended December 31, 2023)

1 Year

Since
Inception

Inception Date

Institutional Class Shares — Return Before Taxes

29.00%

27.66%

December 29, 2022

Institutional Class Shares — Return After Taxes on Distributions*

28.91%

27.58%

December 29, 2022

Institutional Class Shares — Return After Taxes on Distributions and Sale of Fund Shares*

17.21%

21.07%

December 29, 2022

Investor Class Shares — Return Before Taxes

28.70%

27.37%

December 29, 2022

MSCI Emerging Markets ex China Index (reflects no deduction for fees, expenses or taxes)

20.03%

19.66%

December 29, 2022

 

*

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After–tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

The portfolio management team is comprised of Gregory S. Ise, CFA, Portfolio Manager, and Mike Tian, CFA, Portfolio Manager. Messrs. Ise and Tian are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio and have served as portfolio managers of the Fund since its inception on December 29, 2022.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 


90

 

 

 

SUMMARY SECTION

WCM Focused Emerging Markets ex China Fund

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


91

 

 

 

SUMMARY SECTION - WCM Quality Dividend Growth Fund

Investment Objective

 

The investment objective of the WCM Quality Dividend Growth Fund (the “Fund”) is current and growing dividend income and long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

     

Investor
Class Shares

     

Institutional
Class Shares

 

Shareholder Fees (fees paid directly from your investment)

               

Maximum sales charge (load) imposed on purchases

   

None

     

None

 

Maximum deferred sales charge (load)

   

None

     

None

 

Wire fee

   

$20

     

$20

 

Overnight check delivery fee

   

$25

     

$25

 

Retirement account fees (annual maintenance fee)

   

$15

     

$15

 
                 

Annual Fund Operating Expenses1 (expenses that you pay each year as a percentage of the value of your investment)

             

Management fees

   

0.65%

     

0.65%

 

Distribution (Rule 12b-1) fee

   

0.25%

     

None

 

Other expenses

   

2.19%

     

2.19%

 

Shareholder service fee

0.15%

     

0.15%

     

All other expenses

2.04%

 

 

 

2.04%

     

Total annual fund operating expenses

   

3.09%

     

2.84%

 

Fees waived and/or expenses reimbursed1,2

   

(1.85%)

     

(1.85%)

 

Total annual fund operating expenses after waiving fees and/or reimbursing expenses1,2

   

1.24%

     

0.99%

 
                 

 

1

“Other Expenses” for the Fund have been estimated for the current fiscal year. Actual expenses may differ from estimates.

 

2

The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.24% and 0.99% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. This agreement is in effect through April 30, 2034, and may be terminated before that date only by the Trust’s Board of Trustees. The Fund’s advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

 


92

 

 

 

SUMMARY SECTION

WCM Quality Dividend Growth Fund

 

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the Fund’s contractual fee waiver and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement.

 

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

One Year

Three Years

Investor Class

$126

$393

Institutional Class

$101

$315

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. For the fiscal period July 28, 2023, through December 31, 2023, the Fund’s portfolio turnover rate was 1% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in the equity securities of U.S. and non-U.S. dividend-paying companies. The Fund primarily invests in the common stock of U.S. companies, as well as depositary receipts of non-U.S. companies in developed market countries. Developed market countries are those countries with high-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (“MSCI”) developed markets indices. The Fund’s advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in depositary receipts may include American, European, Canadian and Global Depositary Receipts (“ADRs”, “EDRs”, “CDRs” and “GDRs”, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets. The Fund may invest in companies of any market capitalization, although the Fund’s advisor expects to invest mostly in large- and mid-capitalization companies. The Fund may make significant investments in certain industries or a group of industries within a particular sector or sectors from time to time. In pursuing the Fund’s investment objective, the advisor seeks to identify and invest Fund assets in the equity securities of companies that (i) pay attractive yet durable dividends, and (ii) have demonstrated the ability to support sustainable dividend growth. One key measure of a company’s ability to achieve reliable dividend growth is its consistency in generating returns on capital, which is a measure of income produced by a company when compared to capital invested in the company’s operations. In determining whether to buy or sell a portfolio position, the advisor uses bottom-up, fundamental research to evaluate a company’s business and business prospects, market capitalization, valuation, earnings growth, cash flow, return on capital, and historical payment of dividends. The advisor’s investment process seeks to identify companies with dividend-paying cultures, attractive yet durable dividend yields, and consistent dividend growth rates, or those companies exhibiting aggressive, transformational changes in connection with those characteristics. In selecting portfolio securities, the Fund’s advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 


93

 

 

 

SUMMARY SECTION

WCM Quality Dividend Growth Fund

 

 

Principal Risks of Investing

 

Risk is inherent in all investing, and you could lose money by investing in the Fund. A summary description of certain principal risks of investing in the Fund is set forth below. Before you decide whether to invest in the Fund, carefully consider these risk factors associated with investing in the Fund, which may cause investors to lose money. There can be no assurance that the Fund will achieve its investment objective.

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

 

Dividend-Paying Securities Risk. Investing in dividend-paying securities involves the risk that such securities may fall out of favor with investors and underperform the broader market. Companies that issue dividend-paying securities are not required to pay, or to continue to pay, dividends on such securities. It is possible that issuers of the securities held by the Fund will not declare dividends in the future, or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or increases in the payment of dividends) in the future.

 

Foreign Investment Risk. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Changes in exchange rates and interest rates, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of the Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. Foreign securities include ADRs, EDRs, CDRs and GDRs. Unsponsored ADRs, EDRs, CDRs and GDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities, and involve additional risks because U.S. reporting requirements do not apply. In addition, the issuing bank may deduct shareholder distribution, custody, foreign currency exchange, and other fees from the payment of dividends. Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries.

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. Securities of mid-capitalization companies tend to be more volatile and less liquid than securities of larger companies. The securities of mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

 


94

 

 

 

SUMMARY SECTION

WCM Quality Dividend Growth Fund

 

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Fund’s advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect.

 

Sector Focus Risk. The Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds, and thus will be more susceptible to negative events affecting those sectors.

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. For example, in recent years the COVID-19 pandemic, the large expansion of government deficits and debt as a result of government actions to mitigate the effects of the pandemic, Russia’s invasion of Ukraine, and the rise of inflation have resulted in extreme volatility in the global economy and in global financial markets. These and other similar events could be prolonged and could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

Limited Operating History. The Fund is newly organized and has a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Fund’s advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a shareholder’s ability to exchange or redeem Fund shares may be affected. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Performance

 

The Fund is new and does not have a full calendar year performance record to compare against other mutual funds or broad measures of securities market performance such as indices. Performance information will be available after the Fund has been in operation for one calendar year.

 

Investment Advisor

 

WCM Investment Management, LLC (the “Advisor” or “WCM”)

 

Portfolio Managers

 

The portfolio management team is comprised of Cameron K. Martin, Portfolio Manager, and Reid C. Weaver, CFA, Portfolio Manager. Messrs. Martin and Weaver have served as portfolio managers of the Fund since its inception in July 2023. The members of the portfolio management team are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Purchase and Sale of Fund Shares

 

To purchase shares of the Fund, you must invest at least the minimum amount.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 


95

 

 

 

SUMMARY SECTION

WCM Quality Dividend Growth Fund

 

 

Fund shares are redeemable on any business day the New York Stock Exchange (the “NYSE”) is open for business, by written request or by telephone.

 

Tax Information

 

The Fund’s distributions are generally taxable, and will ordinarily be taxed as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. Shareholders investing through such tax-advantaged arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 


96

 

 

 

MORE ABOUT THE FUNDS’ INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

 

 

WCM Focused International Growth Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the Statement of Additional Information (“SAI”).

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 75% of its net assets in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies located in developed countries and emerging and frontier market countries. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. Although the Fund may invest in any size companies, investments will generally be in large capitalization established multinational companies. The Advisor considers large capitalization companies to be those with market capitalization of $5 billion or greater at the time of investment.

 

The Fund’s equity investments include common stock and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies.

 

In investing the Fund’s assets, the Advisor establishes portfolio guidelines for sector and industry emphasis by analyzing major trends in the global economy in order to identify those economic sectors and industries that are most likely to benefit. The Advisor analyzes trends in areas including demographics, global commerce, outsourcing, the growing global middle class and the proliferation of technology. The Advisor then develops a portfolio strategy that best capitalizes on the expected growth. In constructing the Fund’s portfolio, the Advisor seeks non-U.S. domiciled quality businesses with superior growth prospects, high returns on invested capital and low or no debt. The Advisor also requires each company to maintain a durable competitive advantage and strongly considers qualitative elements such as corporate culture and the strength, quality and trustworthiness of management. The Advisor is sensitive to valuation and seeks to avoid companies with limited or spotty histories. In selecting equity investments for the Fund, the Advisor typically plans to hold positions for three to five years.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) there is increased geopolitical or currency risk; (3) the Advisor identifies a more attractive security; or (4) the Fund requires cash to meet redemption requests.

 

Further, when current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 


97

 

 

 

WCM Focused Emerging Markets Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund will invest at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies in emerging or frontier countries or markets. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice.

 

Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

Under normal circumstances, the Fund will primarily invest in equity securities. The Fund’s equity investments include common stock, common stock that is offered in IPOs and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. ADRs are receipts that represent interests in foreign securities held on deposit by U.S. banks. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets.

 

In investing the Fund’s assets, the Advisor establishes portfolio guidelines for sector and industry emphasis by analyzing major trends in the global economy in order to identify those economic sectors and industries that are most likely to benefit. Examples of major trends include demographics, global commerce, outsourcing, emerging markets healthcare formalization, aging populations, the growing global middle class and the proliferation of technology. The Advisor then develops a portfolio strategy intended to best capitalize on the expected growth. In constructing the Fund’s portfolio, the Advisor seeks quality businesses with superior growth prospects, high returns on invested capital and low or no debt. The Advisor also requires each company to maintain a durable competitive advantage and strongly considers qualitative elements such as corporate culture and the strength, quality and trustworthiness of management. The Advisor is sensitive to valuation and seeks to avoid companies with limited or spotty histories. In selecting equity investments for the Fund, the Advisor typically plans to hold positions for three to five years.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) there is increased geopolitical or currency risk; (3) the Advisor identifies a more attractive security; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. Government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 


98

 

 

 

WCM Focused Global Growth Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

The Fund will invest primarily in equity securities of companies located throughout the world, including the United States. Under normal market conditions, the Fund will invest at least 40% of its net assets in companies organized, headquartered or doing a substantial amount of business outside the United States including emerging and frontier market countries. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. The Fund will allocate its assets among various regions and countries (but in no less than three different countries).

 

The Fund’s equity investments include common stock and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, and GDRs.

 

In investing the Fund’s assets, the Advisor establishes portfolio guidelines for sector and industry emphasis by analyzing major trends in the global economy in order to identify those economic sectors and industries that are most likely to benefit. Examples of major trends include demographics, global commerce, outsourcing, the growing global middle class and the proliferation of technology. The Advisor then develops a portfolio strategy intended to best capitalize on the expected growth. In constructing the Fund’s portfolio, the Advisor seeks quality businesses with superior growth prospects, high returns on invested capital and low or no debt. The Advisor also requires each company to maintain a durable competitive advantage and strongly considers qualitative elements such as corporate culture and the strength, quality and trustworthiness of management. The Advisor is sensitive to valuation and seeks to avoid companies with limited or spotty histories. In selecting equity investments for the Fund, the Advisor typically plans to hold positions for three to five years.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) there is increased geopolitical or currency risk; (3) the Advisor identifies a more attractive security; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including but not limited to, obligations of the U.S. Government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM International Small Cap Growth Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 


99

 

 

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of non-U.S. domiciled small capitalization companies or depositary receipts of non-U.S. domiciled companies located in developed countries and in emerging and frontier market countries. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice.

 

The Advisor considers small capitalization companies to be companies with market capitalizations within the range of those companies included in the MSCI ACWI Ex-US Small Cap index at the time of purchase. Because small capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the MSCI ACWI Ex-US Small Cap index were between $0.00 million and $8.55 billion. The Advisor will consider the market capitalization range by country. Investments in companies that move above or below the capitalization range of the MSCI ACWI Ex-US Small Cap index may continue to be held by the Fund in the Advisor’s sole discretion. Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock, common stock that is offered in IPOs, depositary receipts and China A-Shares. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. China A-Shares are equity securities issued by companies located in China that are denominated and traded in RMB on the Shanghai Stock Exchange or the Shenzhen Stock Exchange. The Fund may invest in China A-Shares through Stock Connect, or through the QFII Programs. The Fund may also invest in REITs. The Fund may also use participatory notes (commonly known as “P-notes”) issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. P-notes are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange. For purposes of the Fund’s 80% policy described above, P-notes are classified according to their underlying or referenced security.

 

Under normal market conditions, the Fund invests in the securities of companies located in different countries and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors from time to time. The Fund will be managed pursuant to a “focused” strategy, whereby the Advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers.

 

The Advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The Advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk specific to an issuer’s country of domicile.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) there is increased geopolitical or currency risk; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet requests for redemptions of shares.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. Government, money market fund shares,

 


100

 

 

 

commercial paper, repurchase agreements, certificates of deposit and/or bankers acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

The Fund generally will invest in the securities of companies domiciled in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies domiciled in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors from time to time.

 

WCM Small Cap Growth Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small capitalization companies. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. The Fund primarily invests in common stocks of U.S. companies. The Fund may also invest in REITs. The Advisor considers small capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell 2000® Index at the time of purchase. Because small capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell 2000® Index were between $16.55 million and $58.43 billion. Investments in companies that move above or below the capitalization range of the Russell 2000® Index may continue to be held by the Fund in the Advisor’s sole discretion.

 

The Advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The Advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; attractive relative valuations; and potential for asset base growth. The Advisor employs a dynamic process to analyze corporate performance and valuation, which includes evaluating the current trajectory and outlook for each company held by the Fund, as well as the value the market is assigning to the cash flow the company can generate. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) the Advisor’s analysis determines a security is fully valued; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 


101

 

 

 

WCM SMID Quality Value Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small- and mid-capitalization companies the Advisor believes to be undervalued. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. The Fund primarily invests in the common stocks of U.S. companies. The Advisor considers small- and mid-capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell 2500® Index at the time of purchase. Because small- and mid-capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell 2500® Index were between $16.55 million and $58.43 billion. Investments in companies that move above or below the capitalization range of the Russell 25000® Index may continue to be held by the Fund in the Fund advisor’s sole discretion. The Fund will be managed pursuant to a “focused” strategy whereby the Advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund expects to hold the equity securities of approximately 45 or less issuers.

 

Value investing involves buying securities that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Advisor uses a bottom-up approach that seeks to identify companies trading at discounts to their intrinsic value. The Advisor seeks to determine a company’s intrinsic value through disciplined financial analysis. The Advisor believes that equities purchased at prices below than their intrinsic value may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s intrinsic value. The Advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; and attractive relative valuations. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) the Advisor’s analysis determines a security is fully valued; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM China Quality Growth Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 


102

 

 

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of Chinese companies. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. The Advisor considers a company to be a Chinese company if it has been organized under the laws of, has its principal offices in, or has its securities principally traded in, China, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, China. For purposes of the Fund’s investments, China also includes its special administrative regions and other districts, such as Hong Kong and Taiwan.

 

The Fund’s investments in equity securities may include common stock, including A-Shares, H-Shares, and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund may invest in China A-Shares through Stock Connect, or through the QFII Programs. The Fund may also use participation certificates issued by foreign banks or brokers evidencing ownership of underlying stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange.

 

The Advisor uses a bottom-up approach that seeks to identify companies believed to be quality companies and have above-average potential for growth in assets and the rate of return on invested capital. The Advisor considers quality growth companies to: (i) have a history of predictable and consistent earnings growth; (ii) have regular, growing dividend payments; (iii) be industry leaders with sustainable competitive advantages; (iv) have corporate cultures emphasizing strong, quality and experienced management; (v) have little or no debt; (vi) have attractive relative valuations; and (vii) have potential for asset base growth. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk. The Fund will generally hold the equity securities of approximately 30 to 50 issuers, and the Fund may invest in securities of any market capitalization. The Fund generally invests in companies in any sector, however, from time to time the Fund may invest a significant portion of its assets in the securities of companies in one or more sectors.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate or the issuer’s competitive advantage is no longer growing; (2) the Advisor’s analysis determines the issuer’s leadership abandoned its core values or the issuer’s culture is challenged; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not be seeking its investment objective.

 

The Fund is classified as “non-diversified” under the 1940 Act, which means that it may invest more of its assets in a smaller number of issuers than “diversified” funds.

 

WCM Developing World Equity Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 


103

 

 

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies located in developing countries. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. In determining whether a country is a developing country, the Advisor will consider, among other things, whether the country is generally considered to be a developing country by the international financial community; the country’s per capita gross domestic product; the percentage of the country’s economy that is industrialized; market capital as a percentage of the country’s gross domestic product; and the overall regulatory environment of the country, including the presence of governmental regulation limiting or banning foreign ownership and restrictions on repatriation of initial capital, dividends, interest and/or capital gains. For example, the Advisor expects that most countries classified by the World Bank as having low- to middle-income economies, or that are included in any of the MSCI emerging markets or frontier markets indices, will be treated as developing countries. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs, respectively. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. Under normal market conditions, the Fund invests in the securities of companies located in at least three different countries outside of the United States, and the Fund may invest in securities of any market capitalization. From time to time, the Fund may invest a significant portion of its assets in the securities of companies located in one or a few developing countries or regions.

 

The Advisor’s investment process begins with bottom-up, fundamental research which involves examining and ranking companies based on the following factors: (i) the company’s corporate performance; (ii) the company’s competitive position; (iii) the company’s potential future growth; and (iv) the company’s intrinsic value. The advisor’s fundamental research also involves an analysis of a company’s ESG characteristics. The Advisor utilizes a proprietary, qualitative analysis in screening companies for the Fund’s portfolio that satisfy its ESG criteria. Industry-specific, material ESG value drivers are identified for each company based on the internally derived criteria as well as from information sourced from corporate disclosures, specialized datasets and other publicly filed information. The Advisor’s strategy is focused on identification and analysis of material ESG drivers, which are the most relevant and financially important ESG aspects of the company’s business model. In the Advisor’s view, these ESG drivers can have a significant short- or long-term impact on the company’s financial performance and the sustainability of that performance. The Advisor’s methodology determines what it believes the impact each of the drivers has on the metrics such as revenue, profits, cash flow, returns and risks. These drivers serve as a tool to identify companies’ with improving ESG characteristics (i.e., the company’s “ESG Trajectory”). The Advisor’s approach is also informed by industry-based standards for material ESG factors established by the Sustainability Accounting Standards Board. In addition, the Advisor will review company financial filings, proxy disclosures, corporate sustainability reports, Carbon Disclosure Project scores, government databases, Bloomberg ESG analytics, Institutional Shareholder Services Inc. (“ISS”) reports and engage with company management as part of its screening process. The Advisor’s environmental assessment includes identifying companies that provide products or services that are tied to an environmental competitive advantage as compared to their peers. For example, the Fund may invest in companies offering products or services with superior energy efficiency, better management of energy, water and waste resources, or offer solutions to emissions regulations. Social assessment includes identifying companies that promote societal benefits or address societal challenges. For example, the Fund may invest in companies with good diversity practices, lower employee turnover, and solid employee safety track-records. Governance assessment includes a focus on shareholder rights, senior management compensation, board structure, and audit/accounting risk. Based on the Advisor’s deeper qualitative ESG assessment, the Advisor selects companies that demonstrate a strong or improving

 


104

 

 

 

ESG Trajectory and generally excludes companies with weak ESG performance. The Fund’s ESG screening process is designed to exclude companies that are involved in and derive significant revenue from certain industries or product lines, including:

 

tobacco,

 

gambling,

 

civil firearms (i.e., those firearms typically available for consumer use in the United States),

 

controversial weapons (e.g., land mines), and

 

pornography.

 

The Fund’s ESG screening process does not exclude traditional defense contractors nor does it exclude all alcohol. The Advisor does not utilize third-party ESG rankings or a scoring mechanism in the Fund’s portfolio construction process.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s competitive advantage deteriorates due to changing technology trends, consumer habits, or other factors; (2) the issuer’s potential for growth is no longer deemed to be attractive; (3) a significant number of the issuer’s ESG factors show signs of deterioration; (4) the Advisor identifies a more attractive investment opportunity for the Fund; or (5) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not be seeking its investment objective.

 

The Fund is classified as “non-diversified” under the 1940 Act, which means that it may invest more of its assets in a smaller number of issuers than “diversified” funds.

 

WCM International Equity Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of non-U.S. domiciled companies. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. The Fund may invest in equity securities or depositary receipts of companies located in developed countries and in emerging market and frontier market countries. Emerging market and frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or included in any of the MSCI emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs

 


105

 

 

 

have the same qualities as ADRs, although they may be traded in several international trading markets. Under normal market conditions, the Fund invests in the securities of companies domiciled in at least three different countries outside of the Unites States, and the Fund may invest in securities of any market capitalization. From time to time, the Fund may invest a significant portion of its assets in the securities of companies domiciled in one or a few countries or regions.

 

The Advisor’s investment process begins with bottom-up, fundamental research which involves examining and ranking companies based on the following factors: (i) the company’s corporate performance; (ii) the company’s competitive position; (iii) the company’s potential future growth; and (iv) the company’s intrinsic value. The Advisor’s fundamental research also involves an analysis of a company’s ESG characteristics. The Advisor utilizes a proprietary, qualitative analysis in screening companies for the Fund’s portfolio that satisfy its ESG criteria. Industry-specific, material ESG value drivers are identified for each company based on the internally derived criteria as well as from information sourced from corporate disclosures, specialized datasets and other publicly filed information. The Advisor’s strategy is focused on identification and analysis of material ESG drivers, which are the most relevant and financially important ESG aspects of the company’s business model. In the Advisor’s view, these ESG drivers can have a significant short- or long-term impact on the company’s financial performance and the sustainability of that performance. The Advisor’s methodology determines what it believes the impact each of the drivers has on the metrics such as revenue, profits, cash flow, returns and risks. These drivers serve as a tool to identify companies’ with improving ESG characteristics (i.e., the company’s “ESG Trajectory”). The Advisor’s approach is also informed by industry-based standards for material ESG factors established by the Sustainability Accounting Standards Board. In addition, the Advisor will review company financial filings, proxy disclosures, corporate sustainability reports, Carbon Disclosure Project scores, government databases, Bloomberg ESG analytics, Institutional Shareholder Services Inc. (“ISS”) reports and engage with company management as part of its screening process. The Advisor’s environmental assessment includes identifying companies that provide products or services that are tied to an environmental competitive advantage as compared to their peers. For example, the Fund may invest in companies offering products or services with superior energy efficiency, better management of energy, water and waste resources, or offer solutions to emissions regulations. Social assessment includes identifying companies that promote societal benefits or address societal challenges. For example, the Fund may invest in companies with good diversity practices, lower employee turnover, and solid employee safety track-records. Governance assessment includes a focus on shareholder rights, senior management compensation, board structure, and audit/accounting risk. Based on the Advisor’s deeper qualitative ESG assessment, the Advisor selects companies that demonstrate a strong or improving ESG Trajectory and generally excludes companies with weak ESG performance. The Fund’s ESG screening process is designed to exclude companies that are involved in and derive significant revenue from certain industries or product lines, including:

 

tobacco,

 

gambling,

 

civil firearms (i.e., those firearms typically available for consumer use in the United States),

 

controversial weapons (e.g., land mines), and

 

pornography.

 

The Fund’s ESG screening process does not exclude traditional defense contractors nor does it exclude all alcohol. The Advisor does not utilize third-party ESG rankings or a scoring mechanism in the Fund’s portfolio construction process.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s competitive advantage deteriorates due to changing technology trends, consumer habits, or other factors; (2) the issuer’s potential for growth is no longer deemed to be attractive; (3) a significant number of the issuer’s ESG factors show signs of deterioration; (4) the Advisor identifies a more attractive investment opportunity for the Fund; or (5) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund

 


106

 

 

 

shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not be seeking its investment objective.

 

WCM Focused International Value Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 75% of its net assets in equity securities of non-U.S. domiciled companies or depositary receipts of non-U.S. domiciled companies the Advisor believes to be undervalued, which companies may be located in developed, emerging market or frontier market countries. Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their intrinsic values, their peers, or their prospects for growth. Emerging market and frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or are included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in equity securities may include common stock and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs, respectively). ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. The Fund will be managed pursuant to a “focused” strategy, whereby the Advisor typically invests the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund will invest in equity securities of approximately 30 to 60 issuers.

 

The Advisor uses a bottom-up approach that seeks to identify companies with comparatively low valuations compared to other companies of similar market capitalization, sector, and/or industry, based on factors such as the price-to-earnings ratio, price-to-book ratio, price-to-cash flow ratio, dividend yield, net working capital, and earnings estimate revisions. The Advisor believes that investment in a company with relatively low valuations may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s intrinsic value. The Advisor’s investment process seeks companies that are industry leaders with expanding competitive advantages, strong balance sheets, and attractive valuations. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

Although the Fund may invest in companies of any size, it generally invests in large capitalization, established, multinational companies. The Advisor considers large capitalization companies to be those with market capitalizations of $5 billion or greater at the time of investment. The Fund generally invests in the securities of companies located in different regions and in at least three different countries. From time to time, the Fund may invest a significant portion of its assets in the securities of companies located in one or a few countries or regions. From time to time, the Fund may also make significant investments in certain sectors or group of sectors within a particular industry or industries.

 


107

 

 

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s competitive advantage deteriorates due to changing technology trends, consumer habits, or other factors; (2) the issuer’s valuation is no longer deemed to be attractive; (3) a number of the issuer’s fundamental factors show signs of deterioration; (4) the Advisor identifies a more attractive investment opportunity for the Fund; or (5) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM Focused International Opportunities Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests primarily in equity securities or depositary receipts of small- to mid-capitalization companies domiciled outside of the United States, including companies located in emerging market and frontier market countries. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. Emerging market and frontier market countries are those countries with low- to middle-income economies as classified by the World Bank, or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country. The Advisor considers small to mid-capitalization companies to be companies with market capitalizations within the range of those companies included in the MSCI ACWI Ex USA SMID Cap Index at the time of purchase. Because small- to mid-capitalization companies are defined by reference to an index, the range of market capitalizations of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the MSCI ACWI Ex USA SMID Cap Index were between $0.00 million and $30.67 billion. The Advisor will consider the market capitalization range by country. Investments in companies that move above or below the capitalization range of the MSCI ACWI Ex USA SMID Cap Index may continue to be held by the Fund in the sole discretion of the Advisor.

 

The Fund’s investments in equity securities may include common stock, common stock that is offered in IPOs, depositary receipts, and China A-Shares. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, although they may be traded in several international trading markets. China A-Shares are equity securities issued by companies located in China that are denominated and traded in RMB on the Shanghai Stock Exchange or the Shenzhen Stock Exchange. The Fund may invest in China A-Shares through Stock Connect, or through the QFII Programs. The Fund may also invest in REITs. The Fund may also use participation certificates issued by foreign banks or brokers evidencing ownership of underling stock issued by a foreign company. Participation certificates are used by foreign investors to access local markets and to gain exposure to, primarily, equity securities of issuers listed on a local exchange. For purposes of the Fund’s 80% policy described above, participation certificates are classified according to their underlying or referenced security.

 


108

 

 

 

Under normal market conditions, the Fund invests in the securities of companies located in different countries and in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors from time to time. The Fund will be managed pursuant to a “focused” strategy, whereby the Advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers.

 

The Advisor uses a bottom-up approach that seeks to identify companies believed to have above-average potential for growth in the rate of return on invested capital and assets. The Advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; low or no debt; and attractive relative valuations. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s competitive advantage deteriorates due to changing technology trends, consumer habits, or other factors; (2) the issuer’s potential for growth is no longer deemed to be attractive; (3) there is increased geopolitical or currency risk; (4) the Advisor identifies a more attractive investment opportunity; or (5) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM Mid Cap Quality Value Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of mid capitalization companies. The Fund primarily invest in the common stocks of U.S. companies. The Advisor considers mid capitalization companies to be companies with market capitalizations within the range of those companies included in the Russell Midcap Index at the time of purchase. Because mid capitalization companies are defined by reference to an index, the range of market capitalization of companies in which the Fund invests may vary with market conditions. As of March 31, 2024, the market capitalizations of companies included in the Russell Midcap Index were between $351.89 million and $88.97 billion. Investments in companies that move above or below the capitalization range of the Russell Midcap Index may continue to be held by the Fund in the Fund advisor’s sole discretion. The Fund will be managed pursuant to a “focused” strategy whereby the Advisor will typically invest the Fund’s assets in the equity securities of a small number of issuers. Generally, the Fund expects to hold the equity securities of approximately 40 or less issuers.

 

Value investing involves buying securities that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Advisor uses a bottom-up approach that seeks to identify companies trading at significant discounts to their intrinsic value. The Advisor seeks to determine a company’s intrinsic value through disciplined financial analysis. The Advisor believes that equities purchased at prices substantially below than their intrinsic value may afford capital protection from permanent loss and may result in substantial appreciation if the market recognizes the company’s

 


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intrinsic value. The Advisor’s investment process seeks companies that are industry leaders with sustainable competitive advantages; corporate cultures emphasizing strong, quality and experienced management; little or no debt; and attractive relative valuations. In selecting securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) the Advisor’s analysis determines a security is fully valued; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash, or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM Focused Emerging Markets ex China Fund

 

Investment Objective

 

The Fund’s investment objective is long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal market conditions, the Fund invests at least 80% of its net assets (including amounts borrowed for investment purposes) in equity securities of companies in emerging or frontier countries or markets, excluding companies in China. The Fund’s investment strategies and policies adopted in connection to the Fund’s name, may be changed without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

 

Emerging and frontier countries or markets are those countries or markets with low- to middle-income economies as classified by the World Bank or included in any of the Morgan Stanley Capital International (MSCI) emerging markets or frontier markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

Under normal circumstances, the Fund will primarily invest in equity securities. The Fund’s equity investments include common stock, which may include common stock that is offered in IPOs, and depositary receipts. The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs, EDRs, CDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international trading markets.

 

The Fund may purchase exchange-traded funds to manage the Fund’s cash holdings and gain exposure to the types of securities in which the Fund primarily invests. ETFs are investment companies that invest in portfolios of securities designed to track particular market segments or indices, the shares of which are bought and sold on a securities exchange. The Fund will count its ETF positions for purposes of determining whether it holds at least 80% of the value of its net assets (including investment-related borrowings) in equity securities of companies in emerging or frontier countries or markets, excluding companies in China.

 


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In investing the Fund’s assets, the Advisor establishes portfolio guidelines for sector and industry emphasis by analyzing major trends in the global economy in order to identify those economic sectors and industries that are most likely to benefit. Examples of major trends include demographics, global commerce, outsourcing, emerging markets healthcare formalization, aging populations, the growing global middle class and the proliferation of technology. The Advisor then develops a portfolio strategy intended to best capitalize on the expected growth. In constructing the Fund’s portfolio, the Advisor seeks quality businesses with superior growth prospects, high returns on invested capital and low or no debt. The Advisor also requires each company to maintain a durable competitive advantage and strongly considers qualitative elements such as corporate culture and the strength, quality and trustworthiness of management. The Advisor is sensitive to valuation and seeks to avoid companies with limited or spotty histories. In selecting equity investments for the Fund, the Advisor typically plans to hold positions for three to five years.

 

The Fund may invest in securities of any size companies. The Fund generally invests in the securities of companies domiciled in at least three different countries. However, from time to time, the Fund may have a significant portion of its assets invested in the securities of companies domiciled in one or a few countries or regions. The Fund may make significant investments in certain sectors or group of sectors within a particular industry or industries from time to time.

 

The Advisor may sell all or a portion of a portfolio holding of the Fund when, in its opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) there is increased geopolitical or currency risk; (3) the Advisor identifies a more attractive investment opportunity for the Fund; or (4) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including but not limited to, obligations of the U.S. Government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

WCM Quality Dividend Growth Fund

 

Investment Objective

 

The Fund’s investment objective is current and growing dividend income and long-term capital appreciation. There is no assurance that the Fund will achieve its investment objective. The Fund’s investment objective is not fundamental, and may be changed by the Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders. The Fund’s investment strategies and policies may be changed from time to time without shareholder approval or prior written notice, unless specifically stated otherwise in this Prospectus or the SAI.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in the equity securities of U.S. and non-U.S. dividend-paying companies. The Fund will not change this investment policy unless it gives shareholders at least 60 days’ advance written notice. The Fund primarily invests in the common stock of U.S. companies, as well as depositary receipts of non-U.S. companies in developed market countries. Developed market countries are those countries with high-income economies as classified by the World Bank or included in any of the MSCI developed markets indices. The Advisor considers a company to be located in a country if the company has been organized under the laws of, has its principal offices in, or has its securities principally traded in, the country, or if the company derives at least 50% of its revenues or net profits from, or has at least 50% of its assets or production capacities in, the country.

 

The Fund’s investments in depositary receipts may include ADRs, EDRs, CDRs and GDRs. ADRs and CDRs are receipts that represent interests in foreign securities held on deposit by U.S. and Canadian banks or trust companies, respectively. EDRs and GDRs have the same qualities as ADRs, except that they may be traded in several international

 


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trading markets. The Fund may invest in companies of any market capitalization, although the Advisor expects to invest mostly in large- and mid-capitalization companies. The Fund may make significant investments in certain industries or a group of industries within a particular sector or sectors from time to time.

 

In pursuing the Fund’s investment objective, the Advisor seeks to identify and invest Fund assets in the equity securities of companies that (i) pay attractive yet durable dividends, and (ii) have demonstrated the ability to support sustainable dividend growth. One key measure of a company’s ability to achieve reliable dividend growth is its consistency in generating returns on capital, which is a measure of income produced by a company when compared to capital invested in the company’s operations. In determining whether to buy or sell a portfolio position, the Advisor uses bottom-up, fundamental research to evaluate a company’s business and business prospects, market capitalization, valuation, earnings growth, cash flow, return on capital, and historical payment of dividends. The Advisor’s investment process seeks to identify companies with dividend-paying cultures, attractive yet durable dividend yields, and consistent dividend growth rates, or those companies exhibiting aggressive, transformational changes in connection with those characteristics. In selecting portfolio securities, the Advisor also considers other factors including, among others, political risk, monetary policy risk, and regulatory risk.

 

The Advisor may sell all or a portion of a position in the Fund’s portfolio holdings when, in the Advisor’s opinion, one or more of the following occurs, among other reasons: (1) the issuer’s fundamentals deteriorate; (2) the issuer announces an interruption to its dividend policy; (3) the Advisor’s analysis determines a security is fully valued; (4) the Advisor identifies a more attractive investment opportunity for the Fund; or (5) the Fund requires cash to meet redemption requests.

 

Further, when the Advisor believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund’s investment objective, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including but not limited to, obligations of the U.S. government, money market fund shares, commercial paper, repurchase agreements, certificates of deposit and/or bankers’ acceptances, as well as other interest bearing or discount obligations. When the Fund takes a temporary defensive position, it may not achieve its investment objective.

 

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Principal Risks of Investing in the Funds

 

The following table sets forth the Funds’ principal risks. Before you decide whether to invest in a Fund, carefully consider these risk factors and special considerations associated with investing in the Fund, which may cause you to lose money. Following the table is further information describing the Funds’ principal risks listed in the table.

 

Principal Risk of Investing

WCM Focused International Growth Fund

WCM Focused Emerging Markets Fund

WCM Focused Global Growth Fund

WCM International Small Cap Growth Fund

WCM Small Cap Growth Fund

WCM SMID Quality Value Fund

WCM China Quality Growth Fund

Market Risk

X

X

X

X

X

X

X

Dividend-Paying Securities Risk

             

Equity Risk

X

X

X

X

X

X

X

Foreign Investment Risk

X

X

X

X

   

X

Small-Cap Company Risk

     

X

X

   

Mid-Cap Company Risk

             

Small-Cap and Mid-Cap Company Risk

         

X

 

Emerging Markets Risk

X

X

X

X

   

X

Frontier Markets Risk

X

X

X

X

     

ETF Risk

             

IPO Risk

 

X

X

X

     

Latin America Risk

             

Asia Risk

 

X

         

Risks Associated with China, Hong Kong and Taiwan

   X  

X

   

X

Risks Associated with Europe

X

 

X

X

     

Risks Associated with Taiwan

             

Risks Associated with India

             

Risks of Investing in A-Shares

 

X

 

X

   

X

A-Shares Tax Risk

 

X

 

X

   

X

Risks of Investing through Stock Connect

 

X

 

X

   

X

Risks of Investing in H-Shares

 

X

       

X

Growth-Oriented Investment Strategies Risk

X

 

X

X

X

 

X

REIT Risk

       X

X

X

 

ESG Criteria Risk

             

Sector Focus Risk

X

X

X

X

X

X

X

Focused Investing Risk

         

X

 

Currency Risk

X

X

X

X

   

X

Value-Oriented Investment Strategies Risk

         

X

 

Participation Certificates Risk

       X    

X

Liquidity Risk

X

X

X

X

X

X

X

Management and Strategy Risk

X

X

X

X

X

X

X

Market Capitalization Risk

X

X

X

     

X

Recent Market Events

X

X

X

X

X

X

X

Non-Diversification Risk

           

X

Limited Operating History              

Cybersecurity Risk

X

X

X

X

X

X

X

 

 


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Principal Risk of Investing

WCM Developing World Equity Fund

WCM International Equity Fund

WCM Focused International Value Fund

WCM Focused International Opportunities Fund

WCM Mid Cap Quality Value Fund

WCM Focused Emerging Markets ex China Fund

WCM Quality Dividend Growth Fund

Market Risk

X

X

X

X

X

X

X

Dividend-Paying Securities Risk

           

X

Equity Risk

X

X

X

X

X

X

X

Foreign Investment Risk

X

X

X

X

 

X

X

Small-Cap Company Risk

             

Mid-Cap Company Risk

       

X

   

Small-Cap and Mid-Cap Company Risk

     

X

     

Emerging Markets Risk

X

X

X

X

 

X

 

Frontier Markets Risk

X

X

X

X

 

X

 

ETF Risk

         

X

 

IPO Risk

     

X

 

X

 

Latin America Risk

         

X

 

Asia Risk

         

X

 

Risks Associated with China, Hong Kong and Taiwan

X

   

X

     

Risks Associated with Europe

 

X

X

X

     

Risks Associated with Taiwan

         

X

 

Risks Associated with India

         

X

 

Risks of Investing in A-Shares

     

X

     

A-Shares Tax Risk

     

X

     

 

 


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Principal Risk of Investing

WCM Developing World Equity Fund

WCM International Equity Fund

WCM Focused International Value Fund

WCM Focused International Opportunities Fund

WCM Mid Cap Quality Value Fund

WCM Focused Emerging Markets ex China Fund

WCM Quality Dividend Growth Fund

Risks of Investing through Stock Connect

     

X

     

Risks of Investing in H-Shares

             

Growth-Oriented Investment Strategies Risk

             

REIT Risk

     

X

X

   

ESG Criteria Risk

X

X

         

Sector Focus Risk

X

X

X

X

X

X

X

Focused Investing Risk

   

X

X

X

X

 

Currency Risk

X

X

X

X

 

X

 

Value-Oriented Investment Strategies Risk

   

X

 

X

   

Participation Certificates Risk

     

X

     

Liquidity Risk

X

X

X

X

 

X

 

Management and Strategy Risk

X

X

X

X

X

X

X

Market Capitalization Risk

X

X

X

   

X

X

Recent Market Events

X

X

X

X

X

X

X

Non-Diversification Risk

X

           

Limited Operating History

           

X

Cybersecurity Risk

X

X

X

X

X

X

X

 

 

Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic, political, or geopolitical conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. In addition, local, regional or global events such as war, acts of terrorism, international conflicts, the spread of infectious illness or other public health issues, or other events could have significant impact on a security or instrument. For example, the financial crisis that began in 2007 caused a significant decline in the value and liquidity of many securities; in particular, the values of some sovereign debt and of securities of issuers that invest in sovereign debt and related investments fell, credit became more scarce worldwide and there was significant uncertainty in the markets. More recently, higher inflation, Russia’s invasion of Ukraine and the COVID-19 pandemic have negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Such environments could make identifying investment risks and opportunities especially difficult for the Advisor. In response to certain crises, the United States and other governments have taken steps to support financial markets. The withdrawal of this support or failure of efforts in response to a crisis could negatively affect financial markets generally as well as the value and liquidity

 


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of certain securities. In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market.

 

 

Equity Risk. The value of equity securities held by a Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests. The price of common stock of an issuer in a Fund’s portfolio may decline if the issuer fails to make anticipated dividend payments because, among other reasons, the financial condition of the issuer declines. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure in terms of priority with respect to corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.

 

 

Foreign Investment Risk. Investments in foreign securities are affected by risk factors generally not thought to be present in the United States. The prices of foreign securities may be more volatile than the prices of securities of U.S. issuers because of economic and social conditions abroad, political developments, and changes in the regulatory environments of foreign countries. Special risks associated with investments in foreign markets include less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, and difficulty in enforcing contractual obligations. Changes in exchange rates and interest rates, and imposition of foreign taxes, sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of a Fund’s foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms. A Fund’s investments in depositary receipts (including ADRs) are subject to these risks, even if denominated in U.S. dollars, because changes in currency and exchange rates affect the values of the issuers of depositary receipts. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.

 

 

Dividend-Paying Securities Risk. Investing in dividend-paying securities involves the risk that such securities may fall out of favor with investors and underperform the broader market. Companies that issue dividend-paying securities are not required to pay, or to continue to pay, dividends on such securities. It is possible that issuers of the securities held by the Fund will not declare dividends in the future, or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or increases in the payment of dividends) in the future. The value of the Fund’s securities and the income provided by the Fund may be reduced by changes in the dividend policies of, and the capital resources available for dividend payments at, the companies in which the Fund invests.

 

 

Small-Cap Company Risk. Investing in small-capitalization companies generally involves greater risks than investing in large-capitalization companies. Small- cap companies may have limited product lines, markets or financial resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or market averages in general. Many small capitalization companies may be in the early stages of development. Since equity securities of smaller companies may lack sufficient market liquidity and may not be regularly traded, it may be difficult or impossible to sell securities at an advantageous time or a desirable price.

 

 

Mid-Cap Company Risk. Investing in mid-capitalization companies generally involves greater risks than investing in large-capitalization companies. Mid-cap companies may have limited product lines, markets or financial resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or market averages in general.

 


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Small-Cap and Mid-Cap Company Risk. Investing in small-capitalization and mid-capitalization companies generally involves greater risks than investing in large-capitalization companies. Small- or mid-cap companies may have limited product lines, markets or financial resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or market averages in general. Many small-capitalization companies may be in the early stages of development. Since equity securities of smaller companies may lack sufficient market liquidity and may not be regularly traded, it may be difficult or impossible to sell securities at an advantageous time or a desirable price.

 

 

Emerging Markets Risk. Many of the risks with respect to foreign investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed and less stable economic, political and legal systems than those of more developed countries. There may be less publicly available and reliable information about issuers in emerging markets than is available about issuers in more developed capital markets, and such issuers may not be subject to regulatory, accounting, auditing, and financial reporting and recordkeeping standards comparable to those to which U.S. companies are subject. The Public Company Accounting Oversight Board (“PCAOB”), which regulates auditors of U.S. public companies, for example, may be unable to inspect audit work and practices in certain countries. If the PCAOB is unable to oversee the operations of accounting firms in such countries, inaccurate or incomplete financial records of an issuer’s operations may not be detected, which could negatively impact a Fund’s investment in such company. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems. Their economies also depend heavily upon international trade and may be adversely affected by protective trade barriers and the economic conditions of their trading partners. Emerging market countries may have fixed or managed currencies that are not free-floating against the U.S. dollar and may not be traded internationally. Some countries with emerging securities markets have experienced high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Emerging markets typically have substantially less volume than U.S. markets, securities in these markets are less liquid, and their prices often are more volatile than those of comparable U.S. companies. Securities markets in emerging markets may also be susceptible to manipulation or other fraudulent trade practices, which could disrupt the functioning of these markets or adversely affect the value of investments traded in these markets, including investments of a Fund. A Fund’s rights with respect to its investments in emerging markets, if any, will generally be governed by local law, which may make it difficult or impossible for the Fund to pursue legal remedies or to obtain and enforce judgments in local courts. Delays may occur in settling securities transactions in emerging market countries, which could adversely affect a Fund’s ability to make or liquidate investments in those markets in a timely fashion. In addition, it may not be possible for a Fund to find satisfactory custodial services in an emerging market country, which could increase the Fund’s costs and cause delays in the transportation and custody of its investments. There may also be restrictions on imports from certain countries, such as Russia, and dealings with certain state-sponsored entities. For example, following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering into transactions with the Central Bank of Russia, and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood and vodka. There may also be restrictions on investments in Chinese companies. For example, the President of the United States signed an Executive Order in June 2021 affirming and expanding the U.S. policy prohibiting U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. Government as “Chinese Military-Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or an inability to participate in an investment the Advisor otherwise believes is attractive, a Fund may incur losses. Any of these factors may adversely affect a Fund’s performance or the Fund’s ability to pursue its investment objective.

 

 

Frontier Markets Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks is the result of potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of

 


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certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries.

 

 

ETF Risk. Investing in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF is based and will expose the Fund to risks similar to those of investing directly in those securities. Shares of ETFs typically trade on securities exchanges and may at times trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs.

 

 

IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

 

 

Asia Risk. The Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States and Europe. Although Asia includes both developed and undeveloped economies experiencing different stages of growth and prosperity, many Asian countries can be characterized as emerging markets or newly industrialized and tend to experience more volatile economic cycles than developed countries and are subject to the risks described above under “Emerging Markets Risk” and “Frontier Markets Risk”. Many countries in Asia have historically experienced political uncertainty, corruption, military intervention, and social unrest. Additional factors relating to Asia that an investor in the Fund should consider include the following:

 

 

o

Investing in Asian companies could be adversely affected by major hostilities in the area. If a military conflict or the perception of such a conflict occurs, it could affect many aspects of the region's economy, which may subject the Fund to increased volatility and substantial declines in value. For example, escalated tensions involving North Korea and any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, could have a severe adverse effect on Asian economies.

 

 

o

Many Asian countries are dependent on the economies of the United States and Europe as key trading partners. Reduction in spending on products and services or changes in the U.S. or European economies or their relationships with countries in the region may cause an adverse impact on the regional economy, which may have a negative impact on the Fund’s investment portfolio and share price.

 

 

o

Most of the securities markets of Asia have substantially less volume than markets in the U.S., and equity and debt securities of most companies in Asia are less liquid and more volatile than equity and debt securities of U.S. companies of comparable size.

 

 

o

Some Asia economies are dependent on a range of commodities, strongly affected by international commodity prices, and particularly vulnerable to price changes for these products. Asia has historically depended on oil for most of its energy requirements. Almost all of its oil is imported. In the past, oil prices have had a major impact on the Asian economy.

 

 

o

The Asian region has in the past experienced earthquakes, mud slides and tidal waves of varying degrees of severity (e.g., tsunami), and the risks of such phenomena, and the damage resulting from natural disasters, continue to exist.

 

 


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Latin America Risk. Latin American economies are generally considered emerging markets characterized by political instability and high levels of debt, government overspending, unemployment, inflation, and interest rates. Commodities such as oil and gas, minerals, and metals represent a significant percentage of the region’s exports. As a result, many Latin American countries may be significantly impacted by fluctuations in world commodity prices and the global demand for certain commodities. In addition, international economic conditions, particularly those in international trade partners, such as the United States, Europe and Asia, may influence the development of Latin American economies. In the past, certain Latin American economies have been influenced by currency devaluations and revaluations as well as changes in the supply and demand for a particular currency and/or monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries). The economies of Latin American countries may also be significantly impacted by unfavorable changes in laws or regulations, natural disasters, corruption and military activity. Investments in companies organized in Latin America may also be subject to additional investment risks, such as inadequate investor protections and less developed regulatory, accounting, auditing and financial standards. Further, a relatively small number of Latin American companies represents a large portion of Latin America’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements than regions with more numerous and economically diverse companies.

 

 

Risks Associated with China, Hong Kong and Taiwan.

 

China: Investments in Chinese issuers involve legal, regulatory, political, currency, and economic risks that are specific to China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often

 


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unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Disclosure and regulatory standards in China are less stringent than U.S. standards, and there is substantially less publicly available information about Chinese issuers than there is about U.S. issuers. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. Moreover, the imposition of restrictions on repatriation of capital invested may have an adverse effect on the Fund’s performance and the Fund’s ability to meet redemption requests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund. China’s currency, which historically has been managed in a tight range relative to the U.S. dollar, may in the future be subject to greater uncertainty as Chinese authorities change the policies that determine the exchange rate mechanism. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy. The Fund’s rights with respect to its investments in A-Shares, if any, will generally be governed by Chinese law. China operates under a civil law system in which court precedent is not binding, which means that there is no binding precedent to interpret existing statutes and thus there is uncertainty regarding the implementation of existing law. It may therefore be difficult or impossible for the Fund to enforce its rights as an investor under Chinese law.

 

 

Hong Kong: Investments in Hong Kong issuers involve legal, regulatory, political, currency, and economic risks that are specific to Hong Kong. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on the Fund’s investments.

 

 

Taiwan: Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and/or Taiwan impractical or impossible.

 

 

Risks Associated with Europe. Europe includes both developed and emerging markets. Most Western European countries are members of the EU, which imposes restrictions on inflation rates, deficits and debt levels. Both developed and emerging market countries in Europe will be significantly affected by the fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro, recessions among European countries and acts of war in the region may have a significant adverse effect on the economies of other European countries, including those of Eastern Europe. In particular, the duration of Russia’s large-scale invasion of Ukraine that began in February 2022, the long-term impact of the resulting sanctions on Russia, and the full extent of the impact on global markets and trade remains uncertain, but there have been significant adverse impacts on the European economy as well as on the prices and availability of certain commodities, including oil and natural gas. The markets in Eastern Europe remain relatively undeveloped and can be particularly sensitive to political and economic developments. The European financial markets have recently experienced volatility and adverse trends due to concerns about rising government debt levels of certain European countries, each of which may require external assistance to meet its obligations and run the risk of default on its debt, possible bail-out by the rest of the EU or debt restructuring. Assistance given to an EU member state

 


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may be dependent on a country’s implementation of reforms in order to curb the risk of default on its debt, and a failure to implement these reforms or increase revenues could result in a deep economic downturn. These events have adversely affected the exchange rate of the euro and therefore may adversely affect the Fund and its investments.

 

 

Risks Associated with Taiwan. Investments in Taiwanese issuers involve legal, regulatory, political, currency, and economic risks that are specific to Taiwan. Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries, which could escalate into a military conflict. These tensions may materially affect the Taiwanese economy and its securities market. As an export-oriented economy, Taiwan depends on a free-trade regime and remains vulnerable to downturns in the world economy. The Taiwanese economy is dependent on the economies of Asia, mainly those of Japan and China, and the United States. Reduction in spending by any of those countries on Taiwanese products and services, or negative changes in any of those economies, may adversely impact the Taiwanese economy. Rising labor costs and increasing environmental consciousness have led some labor-intensive industries to relocate to countries with cheaper work forces, and continued labor outsourcing may adversely affect the Taiwanese economy. Taiwan is a small island state with few raw material resources and limited land area, and therefore it relies heavily on imports for its commodity needs. Any fluctuations or shortages in the commodity markets could negatively impact the Taiwanese economy.

 

 

Risks Associated with India. Investments in Indian issuers involve legal, regulatory, political, currency, and economic risks that are specific to India. For example, in addition to the general risks applicable to emerging market securities, there are special risks associated with investments in Indian issuers, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization, exchange control regulations (including currency blockage) and differing legal standards. Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of India. A high proportion of the securities of many Indian issuers are held by a limited number of persons or entities, which may limit the number of shares available for investment by the Fund. In addition, further issuances, or the perception that such issuances may occur, of securities by Indian issuers in which the Fund has invested could dilute the earnings per share of the Fund’s investment and could adversely affect the market prices of such securities. Sales of securities by such issuers’ major shareholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities. A limited number of issuers represent a disproportionately large percentage of market capitalization and trading value in India. The limited liquidity of the Indian securities markets may also affect the Fund’s ability to acquire or dispose of securities at the price and time that it desires.

 

 

The value of the Fund’s investments in Indian securities may also be affected by political, economic, social and religious factors, changes in Indian law or regulations, and the status of India’s relations with other countries. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could affect private sector companies and the Fund, market conditions, and prices and yields of securities in the Fund’s portfolio.

 

 

Risks of Investing in A-Shares. A-Shares may only be bought from, or sold to, the Fund at times when the relevant A-Shares may be sold or purchased on the relevant Chinese stock exchange. The A-Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities in the A-Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities and may impact the ability of the Fund to pursue its investment strategy. The Shanghai Stock Exchange and Shenzhen Stock Exchange currently apply a daily limit, set at 10%, of the amount of fluctuation permitted in the prices of A-Shares during a single trading day. The daily limit refers to price movements only and does not restrict trading within the relevant limit. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-Share market than for Chinese securities markets generally because the A-Share market is subject to greater government restrictions and control, including trading suspensions. China A-Shares are only available to non-mainland China investors (i) through the QFII Programs or (ii) through Stock Connect, which are subject to limits.

 


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A-Shares Tax Risk. The Fund’s investments in A-Shares will be subject to a number of taxes and tax regulations in China. The application of many of these tax regulations is at present uncertain. Moreover, the PRC has implemented a number of tax reforms in recent years, including the value added tax reform, and may continue to amend or revise existing PRC tax laws in the future. Changes in applicable PRC tax law, particularly taxation on a retrospective basis, could reduce the after-tax profits of the Fund directly or indirectly by reducing the after-tax profits of the Chinese companies in which the Fund invests. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities for the Fund. The Fund’s investments in securities issued by Chinese companies, including A-Shares, may cause the Fund to become subject to withholding income tax and other taxes imposed by the PRC. The PRC taxation rules are evolving, may change, and new rules may be applied retroactively. Any such changes could have an adverse impact on Fund performance.

 

 

Risks of Investing through Stock Connect. Investing in A-Shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is subject to the Daily Quota, which may restrict the Fund’s ability to invest in A-Shares through Stock Connect on a timely basis and could affect the Fund’s ability to effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.

 

 

Risks of Investing in H-Shares. H-Shares are shares of companies incorporated in mainland China and traded in Hong Kong dollars on the Hong Kong Stock Exchange, and they must meet Hong Kong’s listing and disclosure requirements. In addition to the risks described herein, H-shares are subject to the risk that the Hong Kong stock market may behave very differently from the mainland Chinese stock market. There may be little to no correlation between the performance of the Hong Kong stock market and the mainland Chinese stock market. Fluctuations in the value of the Hong Kong dollar will affect a Fund’s holdings of H-shares.

 

 

Growth-Oriented Investment Strategies Risk. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue and earnings. Growth securities typically are very sensitive to market movements because their market prices frequently reflect projections of future earnings or revenues, and when it appears that those expectations will not be met the prices of growth securities typically fall. Prices of these companies’ securities may be more volatile than those of other securities, particularly over the short term.

 

 

REIT Risk. A Fund’s investments in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Investment in REITs is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for favorable tax treatment generally available to REITs under Internal Revenue Code of 1986, as amended (the “Code”). In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property.

 

 

ESG Criteria Risk. While the Advisor believes that the integration of ESG analysis as part of the investment process contributes to its risk management approach, the Fund’s consideration of ESG criteria in making its investment decisions may affect the Fund’s exposure to risks associated with certain issuers, industries and sectors, which may impact the Fund’s investment performance. In addition, because the Fund’s ESG criteria exclude securities of certain issuers, the Fund may forgo some market opportunities available to funds that do not use these criteria. There are significant differences in interpretations of what it means for a company to have positive ESG characteristics. While the Advisor believes its ESG criteria for excluding securities of certain issuers is reasonable, the Fund’s investments may include securities of issuers that derive revenue from non-ESG activities. Furthermore, ESG information from third-party data providers may be incomplete, inaccurate or unavailable, which could cause the Advisor to incorrectly assess a company’s ESG characteristics. Moreover, ESG information, whether from an external and/or

 


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internal source, is, by nature and in many instances, based on a qualitative and subjective assessment. Moreover, the third party data providers may differ in the data they provide for a given security or between industries, or may only take into account one of many ESG-related components of a company.

 

 

Sector Focus Risk. Each Fund may invest a larger portion of its assets in one or more sectors than many other mutual funds and thus will be more susceptible to negative events affecting those sectors. The prices of securities of issuers in a particular sector may be more susceptible to fluctuations due to changes in economic or business conditions, government regulations or monetary and fiscal policies, market sentiment and expectations, availability of basic resources or supplies, or other events that affect that sector more than securities of issuers in other sectors. At times the performance of the Funds’ investments may lag the performance of other sectors or the broader market as a whole. Such underperformance may continue for extended periods of time.

 

 

Focused Investing Risk. Because the Fund invests a greater proportion of its assets in the securities of a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers, and the value of its shares may be more volatile than a fund that invests in a larger number of issuers.

 

 

Currency Risk. The values of investments in securities denominated in foreign currencies increase or decrease as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile and are affected by factors such as general economic conditions, the actions of the United States and foreign governments or central banks, the imposition of currency controls, and speculation.

 

 

Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. Value investing carries the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets. Therefore, the Fund is most suitable for long-term investors who are willing to hold their shares for extended periods of time through market fluctuations and the accompanying changes in share prices.

 

 

Participation Certificates Risk. Participation certificates represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. The risks of investing in participation certificates includes foreign investment risk. In particular, P-notes are financial instruments considered to be offshore derivative investments that are used by foreign investors to invest in Indian securities without registering with the Securities and Exchange Board of India (“SEBI”). Dividends or capital gains collected from the securities go to the investors in the P-notes. Indian regulators, however, generally do not support the use of P-notes due to concerns that overseas investors, such as hedge funds, acting through P-notes will generate economic volatility in Indian markets. Any trade restrictions placed on P-notes could result in substantial losses and market volatility in India. Participation certificates also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. The purchaser of a participation certificate must rely on the credit worthiness of the bank or broker who issues the participation certificate, and these notes do not have the same rights as a shareholder of the underlying foreign security.

 

 

Liquidity Risk. Due to a lack of demand in the marketplace or other factors, such as market turmoil, the Fund may not be able to sell some or all of the investments that it holds, or if the Fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, it may only be able to sell those investments at a loss. Liquidity risk arises, for example, from small average trading volumes, trading restrictions, or temporary suspensions of trading. In addition, when the market for certain investments is illiquid, the Fund may be unable to achieve its desired level of exposure to a certain sector. Liquid investments may become illiquid or less liquid after purchase by the Fund, particularly during periods of market turmoil. Illiquid and relatively less liquid investments may be harder to value, especially in changing markets.

 

 

Management and Strategy Risk. The value of your investment depends on the judgment of the Advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect. Investment strategies employed by the Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.

 

 

Market Capitalization Risk. Larger, more established companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion. In addition, large-capitalization companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes

 


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and may be more prone to global economic risks. Investing in small-capitalization and mid-capitalization companies generally involves greater risks than investing in large-capitalization companies. Small- or mid-cap companies may have limited product lines, markets or financial resources or may depend on the expertise of a few people and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or market averages in general. Many small capitalization companies may be in the early stages of development. Since equity securities of smaller companies may lack sufficient market liquidity and may not be regularly traded, it may be difficult or impossible to sell securities at an advantageous time or a desirable price.

 

 

Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, and global macro factors. The COVID-19 pandemic, Russia’s invasion of Ukraine, and higher inflation have resulted in extreme volatility in the financial markets, economic downturns around the world, and severe losses, particularly to some sectors of the economy and individual issuers, and reduced liquidity of certain instruments. These events have caused significant disruptions to business operations, including business closures; strained healthcare systems; disruptions to supply chains and employee availability; large fluctuations in consumer demand; large expansion of government deficits and debt as a result of government actions to mitigate the effects of such events; and widespread uncertainty regarding the long-term effects of such events.

 

 

Governments and central banks, including the Federal Reserve in the United States, took extraordinary and unprecedented actions to support local and global economies and the financial markets in response to the COVID-19 pandemic, including by keeping interest rates at historically low levels for an extended period. The Federal Reserve concluded its market support activities in 2022 and began to raise interest rates in an effort to fight inflation. The Federal Reserve may determine to raise interest rates further. This and other government intervention into the economy and financial markets to address the pandemic, inflation, or other significant events in the future, may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results.

 

 

Such events could be prolonged and could adversely affect the value and liquidity of a Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. Other market events may cause similar disruptions and effects.

 

 

Non-Diversification Risk. The Fund is classified as “non-diversified,” which means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified fund. Investment in securities of a limited number of issuers exposes the Fund to greater market risk and potential losses than if its assets were diversified among the securities of a greater number of issuers.

 

 

Limited Operating History. The Fund is recently organized and has a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

 

Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Advisor, and/or other service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. A cybersecurity incident may disrupt the processing of shareholder transactions, impact the Fund’s ability to calculate its net asset values, and prevent shareholders from redeeming their shares. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.

 

Portfolio Holdings Information

 

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI. Currently, disclosure of the Funds’ holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Funds’ Annual Report and Semi-Annual Report to Fund shareholders, and in its monthly holdings report on Form N-PORT.

 


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MANAGEMENT OF THE FUNDS

 

 

Investment Advisor

 

WCM Investment Management, LLC is the Funds’ investment advisor and provides investment advisory services to the Funds pursuant to an investment advisory agreement between the Advisor and the Trust (the “Advisory Agreement”). The Advisor was founded in 1976 and its principal address is 281 Brooks Street, Laguna Beach, California 92651. WCM is registered with the U.S. Securities and Exchange Commission and provides investment advice to institutional and high net worth individual clients. WCM has approximately $82.0 billion in assets under management as of December 31, 2023.

 

The following table illustrates the annual contractual advisory fees to the Advisor for the services and facilities it provides to the Funds, payable on a monthly basis.

 

Fund

Contractual Advisory Fees
As a Percentage of Average
Daily Net Assets

WCM Focused International Growth Fund

0.85%

WCM Focused Emerging Markets Fund

1.00%

WCM Focused Global Growth Fund

0.85%

WCM International Small Cap Growth Fund

1.00%

WCM Small Cap Growth Fund

0.99%

WCM SMID Quality Value Fund

0.85%

WCM China Quality Growth Fund

1.00%

WCM Developing World Equity Fund(1)

0.95%

WCM International Equity Fund

0.85%

WCM Focused International Value Fund

0.85%

WCM Focused International Opportunities Fund

1.00%

WCM Mid Cap Quality Value Fund

0.85%

WCM Focused Emerging Markets Ex China Fund

1.00%

WCM Quality Dividend Growth Fund

0.65%

 

(1)

With respect to the WCM Developing World Equity Fund, effective October 1, 2023, the Advisor agreed to lower its management fee from 1.00% to 0.95% of the average daily net assets of the Fund.

 

For the fiscal year ended December 31, 2023, the Advisor received the following advisory fees from each Fund, after waiving fees pursuant to its expense limitation agreement with each Fund:

 

Fund

Advisory Fees Received
As a Percentage of Average
Daily Net Assets

WCM Focused International Growth Fund

0.85%

WCM Focused Emerging Markets Fund

0.98%

WCM Focused Global Growth Fund

0.76%

WCM International Small Cap Growth Fund

0.92%

WCM Small Cap Growth Fund

0.12%

WCM SMID Quality Value Fund

0.43%

WCM China Quality Growth Fund

0.00%

WCM Developing World Equity Fund

0.00%

WCM International Equity Fund

0.40%

 


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Fund

Advisory Fees Received
As a Percentage of Average
Daily Net Assets

WCM Focused International Value Fund

0.00%

WCM Focused International Opportunities Fund

0.20%

WCM Mid Cap Quality Value Fund

0.00%

WCM Focused Emerging Markets Ex China Fund

0.00%

WCM Quality Dividend Growth Fund*

0.00%

 

*

The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

A discussion regarding the basis for the Board’s approval of the Advisory Agreement for the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, WCM International Small Cap Growth Fund, WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, and WCM Quality Dividend Growth Fund is available in the Funds’ Annual Report to shareholders dated as of December 31, 2023. A discussion regarding the basis for the Board’s approval of the Advisory Agreement for the WCM Focused Emerging Markets ex China Fund is available in the Funds’ Annual Report to shareholders dated as of December 31, 2022.

 

Portfolio Managers

 

Each Fund is managed by members of the Advisor’s Investment Strategy Group (the “ISG”). The membership of the ISG differs for each Fund. The ISG for each respective Fund is as follows:

 

Fund Name

Name(s) of ISG Investment Professional(s)

WCM Focused International Growth Fund

Sanjay Ayer, CFA

Paul R. Black

Michael B. Trigg

Jon Tringale

WCM Focused Emerging Markets Fund

Sanjay Ayer, CFA

Gregory S. Ise, CFA

Mike Tian, CFA

Michael B. Trigg

WCM Focused Global Growth Fund

Sanjay Ayer, CFA

Paul R. Black

Michael B. Trigg

Jon Tringale

WCM International Small Cap Growth Fund

Sanjay Ayer, CFA

Gregory S. Ise, CFA

WCM Small Cap Growth Fund

Chad Hoffman

John Rackers

WCM SMID Quality Value Fund

Jon Detter

Anthony Glickhouse

Pat McGee

WCM China Quality Growth Fund

Michael Tian, CFA

WCM Developing World Equity Fund

Pablo Echavarria

Rolf Kelly

Rob Quick

 


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Fund Name

Name(s) of ISG Investment Professional(s)

WCM International Equity Fund

Pablo Echavarria

Rolf Kelly

Rob Quirk

WCM Focused International Value Fund

Drew French

Andrew Wiechert

WCM Focused International Opportunities Fund

Gregory S. Ise

Tamara Manoukian

WCM Mid Cap Quality Value Fund

Jon Detter

Anthony Glickhouse

Pat McGee

WCM Focused Emerging Markets ex China Fund

Gregory S. Ise, CFA

Mike Tian, CFA

WCM Quality Dividend Growth Fund

Cameron K. Martin

Reid C. Weaver, CFA

 

These managers share portfolio management responsibilities and all investment purchase and sale decisions are made by the respective ISG.

 

Sanjay Ayer, CFA began his investment career in 2003. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2007. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research.

 

Paul R. Black began his investment career in 1986. He joined WCM in 1989, and has served as WCM’s President and co-CEO since December 2004. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research.

 

Jon Detter began his investment career in 2001. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2016. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Detter was a principal with Opus Capital Management from 2003 to 2016, where he was one of three portfolio managers on the Opus Small Cap Value strategy and a portfolio manager for the Focused Small Cap strategy.

 

Pablo Echavarria began his investment career in 2007. He has served as Portfolio Manager and Business Analyst for the Advisor since 2018. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research for the firm’s global equity strategies. Mr. Echavarria’s experience includes a position as Associate Portfolio Manager and Equity Research Analyst at Thornburg Investment Management and as Global Equity Analyst at Turner Investments. Mr. Echavarria earned his B.S. in Business Administration from Drexel University, where he graduated with honors. He is also a CFA® charterholder.

 

Drew French began his investment career in 2013 with WCM Investment Management, LLC, and has managed accounts in the Advisor’s International Value style since 2020. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research.

 

Anthony Glickhouse began his investment career in 2006. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2016. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Glickhouse was an associate with Opus Capital Management from 2012 to 2016, where he was a portfolio manager for the Focused Small Cap strategy and a research analyst for the Opus Small Cap Value strategy.

 


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Chad Hoffman began his investment career in 1998. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2018. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Hoffman was with Kennedy Capital Management, Inc. from 2012 to 2018 where he served as assistant portfolio manager for the Small Cap Growth and SMID Cap Growth strategies.

 

Gregory S. Ise, CFA began his investment career in 2002. He has served as a Business Analyst for the Advisor since 2014 and as a Portfolio Manager since 2015. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining WCM, Mr. Ise was a Senior International Research Analyst at Rainier Investment Management (“RIM”) from 2012 to 2014, where he helped launch the firm’s first international small cap open-end mutual fund. Prior to RIM, he was a Vice President and Analyst at Allianz Global Investors from 2006 to 2011, where he contributed to the global and international small cap open-end mutual funds.

 

Rolf Kelly began his investment career in 2006. He has served as Portfolio Manager and Business Analyst for the Advisor since 2018. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research for the Advisor’s global equity strategies. Since he began his investment career in 2005. Mr. Kelly’s experience includes a position as Portfolio Manager and Analyst at Thornburg Investment Management where he concentrated on ESG investing. Prior to that, Mr. Kelly worked as an Analyst at NCM Capital. He is also a CFA® charterholder.

 

Tamara Manoukian began her investment career in 2005. She has served as Portfolio Manager & Business Analyst for the Advisor since 2017. Ms. Manoukian’s primary responsibility is portfolio management and equity research. Prior to joining the Advisor, Ms. Manoukian was an Associate Portfolio Manager and Equity Research Analyst at Thornburg Investment Management and an Investment Analyst at Boston-based hedge fund Greenwood Investments. She is also a CFA® charterholder.

 

Cameron K. Martin began his investment career in 1996. He has served as Portfolio Manager & Business Analyst for the Advisor since 2023. His primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Martin co-founded Martin Capital Partners in June of 2010. Prior to co-founding Martin Capital Partners, he was a Portfolio Manager for a pacific northwest-based asset manager and managed private client portfolios on behalf of the Portfolio Management Group, a division of Smith Barney.

 

Pat McGee began his investment career in 2010. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2016. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. McGee was an associate with Opus Capital Management from 2011 to 2016, where he was a portfolio manager for the Focused Small Cap Value strategy and a research analyst for the Opus Small Cap Value strategy.

 

Rob Quirk began his investment career in 2008. He joined the Advisor in 2018 as a Business Analyst and has served as Portfolio Manager and Business Analyst since 2021. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research for the Advisor’s global equity strategies. Since he began his investment career in 2008, Mr. Quirk’s experience includes a position as Equity Research Analyst at Thornburg Investment Management. Prior to that, he also worked with Thornburg’s Sales and Marketing groups.

 

John Rackers began his investment career in 1991. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2018. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Rackers was with Kennedy Capital Management, Inc. from 2012 to 2018 where he served as portfolio manager for the Small Cap Growth and SMID Cap Growth strategies.

 

Mike Tian, CFA began his investment career in 2006. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2012. He is a member of the Advisor’s Investment Strategy Group and his primary responsibilities include portfolio management and equity research for the Advisor’s global, fundamental growth strategies. Prior to joining the Advisor, Mr. Tian was a Senior Equity Analyst and Equity Strategist at Morningstar, Inc. While at Morningstar, he also managed the Morningstar Opportunistic Investor, a portfolio and newsletter focusing on special situations and growth companies, and played an instrumental role in the development of Morningstar’s economic moat trend methodology.

 


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Michael B. Trigg began his investment career in 2001. He has served as a Portfolio Manager and Business Analyst for the Advisor since 2006. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research.

 

Jon Tringale began his investment career in 2008. He joined WCM in 2015 and has served as Portfolio Manager for the Advisor since 2022. Prior to joining the Advisor, Mr. Tringale’s experience includes positions as an Analyst, on the trading floor at Wedbush Securities and as Vice President at Gerson Lehrman Group.

 

Reid C. Weaver, CFA began his investment career in 2002. He has served as Portfolio Manager & Business Analyst for the Advisor since 2023. His primary responsibilities include portfolio management and equity research. Prior to joining the Advisor, Mr. Weaver co-founded Martin Capital Partners in June of 2010. Prior to co-founding Martin Capital Partners, he was a Portfolio Manager for a pacific northwest-based asset manager and a Research Analyst and Trader at Juniper Capital. He is also a CFA® charter holder.

 

Andrew Wiechert began his investment career in 2007 with WCM Investment Management, LLC, and has managed accounts in the Advisor’s International Value style since 2011. He is a member of the Advisor’s ISG and his primary responsibilities include portfolio management and equity research.

 

The SAI provides additional information about each Portfolio Manager’s method of compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers’ ownership of Fund securities.

 

Prior Performance for Similar Accounts Managed by the Advisor

 

The following tables set forth performance data relating to the historical performance of all private accounts managed by the Advisor for the periods indicated that have investment objectives, policies, strategies and risks substantially similar to those of the Funds. The data is provided to illustrate the past performance of the Advisor in managing substantially similar accounts as measured against market indices and does not represent the performance of the Funds. You should not consider this performance data as an indication of future performance of the Funds.

 

The private accounts that are included in the performance data set forth below are not subject to the same types of expenses to which the Funds are subject, or to the diversification requirements, specific tax restrictions and investment limitations imposed on the Funds by the 1940 Act or Subchapter M of the Code. Consequently, the performance results for these private accounts could have been adversely affected if the private accounts had been regulated as investment companies under the federal securities laws.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM FOCUSED GROWTH INTERNATIONAL STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Ten Years

WCM Focused Growth International Strategy Composite

Net Returns, after fees*

16.70%

(0.80)%

11.96%

8.65%

Gross Returns

17.85%

0.20%

13.08%

9.73%

MSCI ACWI ex USA Index

16.21%

2.04%

7.60%

4.32%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Focused Growth International Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 


129

 

 

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM EMERGING MARKETS STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Ten Years

WCM Emerging Markets Strategy Composite

       

Net Returns, after fees*

4.84%

(10.40)%

6.47%

3.42%

Gross Returns

5.89%

(9.49)%

7.53%

4.46%

MSCI Emerging Markets Index

10.27%

(4.71)%

4.07%

3.05%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Focused Emerging Markets Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM QUALITY GLOBAL GROWTH STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Ten Years

WCM Quality Global Growth Strategy Composite

       

Net Returns, after fees*

26.43%

0.28%

14.10%

10.76%

Gross Returns

27.67%

1.29%

15.23%

11.87%

MSCI ACWI Index

22.81%

6.25%

12.27%

8.48%

MSCI World Index

24.42%

7.79%

13.37%

9.18%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Focused Global Growth Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM INTERNATIONAL SMALL CAP STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(12/31/2014)

WCM International Small Cap Strategy Composite

       

Net Returns, after fees*

22.22%

(5.94)%

13.42%

12.89%

Gross Returns

23.43%

(4.99)%

14.55%

14.02%

MSCI ACWI Ex-US Small Cap Index

16.23%

1.96%

8.36%

6.35%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM International Small Cap Growth Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 


130

 

 

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM SMALL CAP GROWTH STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(11/30/2018)

WCM Small Cap Growth Strategy Composite

       

Net Returns, after fees*

16.45%

(1.87)%

11.23%

8.42%

Gross Returns

17.61%

(0.88)%

12.34%

9.51%

Russell 2000® Growth Index

18.66%

(3.50)%

9.21%

6.42%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Small Cap Growth Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM SMID CAP QUALITY VALUE STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(3/31/2018)

WCM SMID Cap Quality Value Strategy Composite

 

 

 

 

Net Returns, after fees*

23.88%

8.00%

13.21%

8.83%

Gross Returns

25.11%

9.08%

14.33%

9.92%

Russell 2500® Value Index

15.98%

8.80%

10.78%

7.33%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM SMID Quality Value Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Total Returns
For the Period Ended December 31, 2023

 

WCM CHINA QUALITY GROWTH STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(10/31/2018)

WCM China Quality Growth Strategy Composite

 

 

 

 

Net Returns, after fees*

(18.42)%

(14.93)%

6.32%

6.92%

Gross Returns

(17.58)%

(14.07)%

7.39%

7.99%

MSCI China All Shares Index

(11.35)%

(16.05)%

0.21%

0.20%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM China Quality Growth Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 


131

 

 

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM DEVELOPING WORLD EQUITY STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(9/30/2018)

WCM Developing World Equity Strategy Composite

 

 

 

 

Net Returns, after fees*

6.34%

(3.07)%

7.27%

5.78%

Gross Returns

7.41%

(2.09)%

8.34%

6.83%

MSCI Emerging Markets Index

10.27%

(4.71)%

4.07%

2.37%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Developing World Equity Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM INTERNATIONAL EQUITY STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
(7/31/2018)

WCM International Equity Strategy Composite

 

 

 

 

Net Returns, after fees*

13.50%

3.16%

10.82%

8.34%

Gross Returns

14.63%

4.19%

11.93%

9.42%

MSCI ACWI ex USA Index

16.21%

2.04%

7.60%

4.32%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM International Equity Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM FOCUSED INTERNATIONAL VALUE STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Ten Years

WCM Focused International Value Strategy Composite

Net Returns, after fees*

18.29%

1.14%

9.92%

5.42%

Gross Returns

19.46%

2.16%

11.02%

6.47%

MSCI ACWI ex USA Index

16.21%

2.04%

7.60%

4.32%

MSCI ACWI ex USA Value Index

18.13%

6.51%

7.03%

3.55%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Focused International Value Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 


132

 

 

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM FOCUSED INTERNATIONAL OPPORTUNITIES STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
10/31/2018

WCM Focused International Opportunities Strategy Composite

 

 

 

 

Net Returns, after certain fees*

26.25%

(1.80)%

16.49%

14.21%

Gross Returns

27.50%

(0.81)%

17.64%

15.35%

MSCI ACWI ex USA Index

16.21%

2.04%

7.60%

6.59%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Focused International Opportunities Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

WCM MID CAP QUALITY VALUE STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Since
Inception
6/30/2016

WCM Mid Cap Quality Value Strategy Composite

       

Net Returns, after fees/expenses*

28.25%

8.42%

13.95%

13.51%

Gross Returns

29.51%

9.50%

15.09%

14.64%

Russell Midcap® Value Index

12.71%

8.36%

11.15%

8.61%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to determine the account net return. The fees of accounts included in the composite are lower than the anticipated operating expenses of the WCM Mid Cap Quality Value Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 

The Advisor claims compliance with the Global Investment Performance Standards (GIPS®) which differs from the SEC method of calculating performance. The GIPS are a set of standardized, industry wide principles that provide investment firms with guidance on how to calculate and report their investment results. The GIPS total return is calculated by using a methodology that incorporates the time-weighted rate of return concept for all assets, which removes the effects of cash flows. The SEC standardized total return is calculated using a standard formula that uses the average annual total return assuming reinvestment of dividends and distributions and deduction of sales loads or charges.

 

WCM Focused Growth International Strategy Composite contains fully discretionary WCM Focused Growth International equity accounts. For comparison purposes, the composite is measured against the MSCI All-Country World Index ex-United States (ACWI ex US). In presentations shown prior to December 31, 2013, the composite was compared against the MSCI Europe, Australia and Far East (EAFE) index. The benchmark was changed to more appropriately reflect the developed and emerging markets exposure of the composite. As of January 1, 2017, the composite was redefined to only include accounts eligible to invest in issuers’ ordinary shares (“ORD-eligible accounts”). Previously, the composite also included accounts that restricted investments to U.S.-denominated securities. The composite was redefined to reflect the larger opportunity set available to ORD-eligible accounts. The minimum account size for this composite is $1 million in equities. Prior to January 1, 2010 the minimum account size was $100,000 in equities.

 


133

 

 

 

WCM Emerging Markets Strategy Composite was created on December 31, 2010 and contains fully discretionary Emerging Markets equity accounts. For comparison purposes, the composite is measured against the MSCI Emerging Markets Index. There is no minimum account size for this composite.

 

WCM Quality Global Growth Strategy Composite was created on March 31, 2008 and contains fully discretionary WCM Quality Global Growth equity accounts. As of January 1, 2017, the composite was redefined to only include ORD-eligible accounts. Previously, the composite also included accounts that restricted investments to U.S.-denominated securities. The composite was redefined to reflect the larger opportunity set available to ORD-eligible accounts. For comparison purposes, the composite is measured against the MSCI ACWI Index. There is no minimum account size for this composite.

 

WCM International Small Cap Strategy Composite was created on December 31, 2014 and contains fully discretionary International Small Cap Growth equity accounts. There is no minimum account size for this composite.

 

WCM Small Cap Growth Strategy Composite contains fully discretionary Small Cap Growth equity accounts. WCM uses quantitative metrics and fundamental research to identify companies that have an increasing cash flow return on investment and a growing investment base, with a focus on market capitalizations between $300 million and the largest in the Russell 2000 index. For comparison purposes, the composite is measured against the Russell 2000 Growth Index. There is no minimum account size for this composite.

 

WCM SMID Cap Quality Value Strategy Composite contains fully discretionary SMID Cap Quality Value equity accounts. WCM uses quantitative metrics and fundamental research to identify companies it believes are trading at discounted valuations, with a focus on market capitalizations between $1.5 billion and $15 billion. For comparison purposes, the composite is measured against the Russell 2500® Value Index.

 

WCM China Quality Growth Strategy Composite was created on October 31, 2018 and contains fully discretionary China Quality Growth equity accounts. For comparison purposes, the composite is measured against the MSCI China All Shares Index. There is no minimum account size for this composite.

 

WCM Developing World Equity Strategy Composite was created on September 30, 2018 and contains fully discretionary Sustainable Developing World equity accounts. For comparison purposes, the composite is measured against the MSCI Emerging Markets Index. There is no minimum account size for this composite. Effective June 30, 2022, the name of the composite changed from WCM Sustainable Developing World Strategy Composite to WCM Developing World Equity Strategy Composite.

 

WCM International Equity Strategy Composite was created on July 31, 2018 and contains fully discretionary Sustainable International equity accounts. For comparison purposes, the composite is measured against the MSCI ACWI ex US Index. There is no minimum account size for this composite. Effective June 30, 2022, the name of the composite changed from WCM Sustainable International Strategy Composite to WCM International Equity Strategy Composite.

 

WCM Focused International Value Strategy Composite contains fully discretionary Focused International Value equity accounts. WCM uses quantitative metrics and fundamental research to identify companies it believes are trading at discounted valuations. For comparison purposes, the composite is measured against the MSCI ACWI ex USA Index. There is no account minimum for this composite.

 

WCM Focused International Opportunities Strategy Composite was created on October 31, 2018, and contains fully discretionary Focused International Opportunities accounts. For comparison purposes, the composite is measured against the MSCI ACWI ex USA Index. There is no minimum account size for this composite.

 

WCM Mid Cap Quality Value Strategy Composite contains fully discretionary Mid Cap Quality Value equity accounts. WCM uses quantitative metrics and fundamental research to identify companies it believes are trading at discounted valuations, with a focus on market capitalizations between $5 and $25 billion. For comparison purposes, the composite is measured against the Russell Midcap Value Index.

 

WCM is an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended, and is an independent investment management firm.

 


134

 

 

 

Results are based on fully discretionary accounts under management, including those accounts no longer managed by the firm. The WCM Focused Growth International Strategy Composite performance and the WCM Small Cap Growth Strategy Composite performance contain wrap fee accounts, which pay a fee based on a percentage of assets under management. In addition to brokerage commissions, this fee includes investment management, portfolio monitoring, consulting services, and in some cases, custodial services. Wrap fee schedules are provided by independent wrap sponsors and are available upon request from the respective wrap sponsor.

 

The U.S. Dollar is the currency used to express performance. Returns presented are time-weighted and include the reinvestment of all income. Gross of fee returns are presented before custodial fees, foreign withholding taxes on dividends, interest income and management fees, and after all trading expenses. Net of fees performance for all accounts is calculated using the maximum annual management fee of 1%, which is applied by deducting 1/12th of 1% from the monthly account gross return to arrive at the account net return.

 

For comparison purposes, performance is presented gross of foreign withholding taxes on dividends, interest income, and capital gains for the composite and the benchmarks. Past performance is not indicative of future results.

 

The Advisor’s standard management fee schedule is as follows: 1.00% on all assets. Fees are negotiable.

 

The Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index is an unmanaged market capitalization-weighted index of equity securities of companies domiciled in various countries. The Index is designed to represent the performance of developed stock markets outside the United States and Canada and excludes certain market segments unavailable to U.S. based investors.

 

The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.

 

The MSCI ACWI Index is designed to represent performance of the full opportunity set of large- and mid-cap stocks across 23 developed and 24 emerging markets.

 

The MSCI World Index captures large and mid-cap representation across 23 developed markets countries.

 

The MSCI ACWI EX-US Small Cap Index captures small cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries.

 

The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® companies with higher price-to-value ratios and higher forecasted growth values. The Russell 2000® Growth Index is unmanaged and represents total returns including reinvestment of dividends.

 

The Russell 2500 Value Index measures the performance of the small to mid-cap value segment of the U.S. equity universe. It includes those Russell 2500 companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium term (2 year) growth and lower sales per share historical growth (5 years).

 

The MSCI China All Shares Index captures large to mid-cap representation across China A-shares, B-shares, H-shares, Red-chips, P-chips, and foreign listings. The index aims to reflect the opportunity set of China share classes listed in Hong Kong, Shanghai, Shenzhen and outside of China.

 

The MSCI ACWI ex USA Index captures large and mid-cap representation across 22 of 23 developed markets countries (excluding the United States) and 24 emerging markets countries.

 

The MSCI ACWI ex USA SMID Cap Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of mid and small cap representation across developed markets, excluding the U.S.

 

The Russell Midcap Value Index measures the performance of the midcap value segment of the U.S. equity universe. The Russell Midcap Value Index is unmanaged and represents total returns including reinvestment of dividends.

 

The MSCI Emerging Markets ex China Index captures large and mid-cap representation across 23 of the 23 Emerging Markets (EM) countries excluding China.

 


135

 

 

 

Prior Performance for Similar Accounts Managed by the Portfolio Managers (WCM Quality Dividend Growth Fund)

 

The following table sets forth performance data relating to the historical performance of all private accounts (the “Accounts”) managed by the portfolio managers, Cameron K. Martin and Reid C. Weaver, CFA, for the periods indicated, that have investment objectives, policies, strategies and risks substantially similar to those of the WCM Quality Dividend Growth Fund. The data does not represent the performance of the WCM Quality Dividend Growth Fund and is provided to illustrate the past performance of Messrs. Martin and Weaver in managing substantially similar accounts, as measured against a market index, at Martin Capital Partners, which became a wholly owned subsidiary of WCM on June 30, 2023. Messrs. Martin and Weaver were the only individuals jointly and primarily responsible for the day-to-day management of the Accounts using the Quality Dividend Growth Strategy, which Messrs. Martin and Weaver began managing on June 30, 2010. No other person played a significant part in achieving the Accounts’ performance. In addition, neither Mr. Martin nor Mr. Weaver managed any other comparable registered funds or private accounts while managing the Accounts at Martin Capital Partners, and they have the same discretion in managing the WCM Quality Dividend Growth Fund as they do in managing the Accounts. You should not consider this performance data as an indication of future performance of the WCM Quality Dividend Growth Fund.

 

The Accounts that are included in the performance data set forth below are not subject to the same types of expenses to which the WCM Quality Dividend Growth Fund is subject, or to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the 1940 Act or Subchapter M of the Code. Consequently, the performance results for the Accounts could have been adversely affected if the Accounts had been regulated as investment companies under the federal securities laws.

 

Average Annual Total Returns
For the Periods Ended December 31, 2023

 

MARTIN CAPITAL PARTNERS QUALITY DIVIDEND GROWTH STRATEGY COMPOSITE

 

One Year

Three Years

Five Years

Ten Years

Martin Capital Partners Quality Dividend Growth Strategy Composite

       

Net Returns, after certain fees*

3.0%

6.9%

8.9%

7.2%

Gross Returns

4.3%

8.3%

10.2%

8.5%

S&P 500 High Dividend Index

3.9%

10.9%

8.0%

8.9%

S&P 500 Index

26.3%

10.0%

15.7%

12.0%

 

*

Net returns for the composite are calculated using the maximum annual management fee of 1.24%, which is applied by deducting 1/12th of 1.24% from the monthly account gross return to determine the account net return.

 

The Advisor claims compliance with the Global Investment Performance Standards (GIPS®) which differs from the SEC method of calculating performance. The GIPS are a set of standardized, industry wide principles that provide investment firms with guidance on how to calculate and report their investment results. The GIPS total return is calculated by using a methodology that incorporates the time-weighted rate of return concept for all assets, which removes the effects of cash flows. The SEC standardized total return is calculated using a standard formula that uses the average annual total return assuming reinvestment of dividends and distributions and deduction of sales loads or charges.

 

Martin Capital Partners Quality Dividend Growth Strategy Composite was created on June 30, 2010, and contains all equity portfolios that invest in the Quality Dividend Growth Strategy with the goal of providing productive absolute returns over time with reduced volatility through investing in high-quality companies with a culture of dividend payment and dividend growth. Fully discretionary accounts are added to the composite on the first day of the month following the first full month of investment in the strategy. Accounts are removed from the composite at the month end prior to their account change of status. The composite includes taxable and nontaxable discretionary accounts with no restrictions that meet the minimum asset size requirement of $100,000 for inclusion.

 

Martin Capital Partners is an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended, and is a wholly owned advisory subsidiary of WCM.

 


136

 

 

 

The U.S. dollar is the currency used to express performance. Performance shown represents total returns that include income, realized and unrealized gains and losses. Gross of fee returns are presented before the deduction of management fees and after all trading expenses. Net of fees performance is calculated using the maximum annual management fee of 1.24%, which is applied by deducting 1/12th of 1.24% from the monthly account gross return to arrive at the account net return. Past performance is not indicative of future results.

 

The Advisor’s standard management fee schedule is as follows: up to 1.24% on the first $1,000,000; and 0.95% on assets over $1,000,000. Fees are negotiable.

 

The S&P 500 High Dividend Index is designed to measure the performance of approximately 80 high yield companies within the S&P 500 Index and is equally weighted to best represent the performance of this group, regardless of constituent size.

 

The S&P 500 Index is a market value weighted index consisting of 500 U.S. listed stocks chosen for market size, liquidity and industry group representation.

 

Prior Performance for Similar Accounts Managed by the Portfolio Managers (WCM Small Cap Growth Fund)

 

The following table sets forth performance data relating to the historical performance of all private accounts (the “Accounts”) managed by the portfolio managers, John Rackers and Chad Hoffman, for the periods indicated, that have investment objectives, policies, strategies and risks substantially similar to those of the WCM Small Cap Growth Fund. The data does not represent the performance of the WCM Small Cap Growth Fund and is provided to illustrate the past performance of Messrs. Rackers and Hoffman when they were employed by their prior firms in managing substantially similar accounts, as measured against a market index. Messrs. Rackers and Hoffman were the only individuals jointly and primarily responsible for the day-to-day management of the Accounts using the Small Cap Growth equity strategy, which Mr. Rackers began managing on January 1, 2008, and they began jointly managing on May 1, 2010. No other person played a significant part in achieving the Accounts’ performance. In addition, neither Mr. Rackers nor Mr. Hoffman managed any other comparable registered funds or private accounts while managing the Accounts at their prior firms, and they have the same discretion in managing the WCM Small Cap Growth Fund as they did in managing the Accounts. From January 2008 through May 2012, Messrs. Rackers and Hoffman were employees of Missouri Valley Partners and from June 2012 through November 2018, they were employees of Kennedy Capital Management. You should not consider this performance data as an indication of future performance of the WCM Small Cap Growth Fund.

 

The Accounts that are included in the performance data set forth below are not subject to the same types of expenses to which the WCM Small Cap Growth Fund is subject, or to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the 1940 Act or Subchapter M of the Code. Consequently, the performance results for the Accounts could have been adversely affected if the Accounts had been regulated as investment companies under the federal securities laws.

 

Average Annual Total Returns
For the Periods Ended November 30, 2018

 

SMALL CAP GROWTH COMPOSITE

 

One Year

Three Years

Five Years

Since
May 1, 2010

Small Cap Growth Composite

       

Net Returns, after fees/expenses*

4.5%

11.9%

9.0%

14.6%

Gross Returns

5.3%

12.7%

9.8%

15.6%

Russell 2000 Growth Index**

2.8%

9.9%

8.2%

12.1%

 

*

The net returns for the composite are shown net of all fees and expenses. The fees and expenses of the Accounts were lower than the anticipated operating expenses of the Fund and accordingly, the performance results of the composite are higher than what the Fund’s performance would have been.

 


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**

The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® companies with higher price-to-value ratios and higher forecasted growth values. The Russell 2000® Growth Index is unmanaged and represents total returns including reinvestment of dividends.

 

Performance was calculated in compliance with GIPS®, which differs from the SEC method of calculating performance. The GIPS are a set of standardized, industry wide principles that provide investment firms with guidance on how to calculate and report their investment results. The GIPS total return is calculated by using a methodology that incorporates the time-weighted rate of return concept for all assets, which removes the effects of cash flows. The SEC standardized total return is calculated using a standard formula that uses the average annual total return assuming reinvestment of dividends and distributions and deduction of sales loads or charges. The use of the SEC standardized methodology to calculate the performance of the Small Cap Growth Composite could result in different performance data than that shown above.

 

Composite specific data provided in the table above has been calculated from discretionary accounts.

 

Other Service Providers

 

Natixis Distribution, LLC (the “Distributor”) is the Funds’ principal underwriter and acts as the Funds’ distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares. The Distributor is affiliated with the Advisor, but it is not affiliated with the Trust or any other service provider for the Funds.

 

Fund Expenses

 

Each Fund is responsible for its own operating expenses (all of which will be borne directly or indirectly by the Fund’s shareholders), including among others, legal fees and expenses of counsel to the Fund and the Fund’s independent trustees; insurance (including trustees’ and officers’ errors and omissions insurance); auditing and accounting expenses; taxes and governmental fees; listing fees; fees and expenses of the Fund’s custodians, administrators, transfer agents, registrars and other service providers; expenses for portfolio pricing services by a pricing agent, if any; expenses in connection with the issuance and offering of shares; brokerage commissions and other costs of acquiring or disposing of any portfolio holding of the Fund; and any litigation expenses.

 

The Advisor has contractually agreed to waive its fees and/or pay for operating expenses of each Fund to ensure that the total annual fund operating expenses (excluding, as applicable, taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses do not exceed the limits (as a percentage of average daily net assets) set forth below:

 

 

Investor
Class

Institutional
Class

WCM Focused International Growth Fund

1.50%

1.25%

WCM Focused Emerging Markets Fund

1.50%

1.25%

WCM Focused Global Growth Fund

1.30%

1.05%

WCM International Small Cap Growth Fund

N/A

1.25%

WCM Small Cap Growth Fund

1.24%

0.99%

WCM SMID Quality Value Fund

1.10%

0.85%

WCM China Quality Growth Fund

1.50%

1.25%

WCM Developing World Equity Fund(1)

1.20%

0.95%

WCM International Equity Fund(2)

1.10%

0.85%

WCM Focused International Value Fund

1.50%

1.25%

 


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Investor
Class

Institutional
Class

WCM Focused International Opportunities Fund

1.50%

1.25%

WCM Mid Cap Quality Value Fund

1.25%

1.00%

WCM Focused Emerging Markets ex China Fund

1.50%

1.25%

WCM Quality Dividend Growth Fund

1.24%

0.99%

 

(1)

With respect to the WCM Developing World Equity Fund, effective October 1, 2023, the Advisor agreed to reduce the expense caps from 1.50% and 1.25% to 1.20% and 0.95% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively.

 

(2)

With respect to the WCM International Equity Fund, effective October 1, 2023, the Advisor agreed to reduce the expense caps from 1.35% and 1.10% to 1.10% and 0.85% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively.

 

This agreement is effective until April 30, 2025, with respect to the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, and WCM International Small Cap Growth Fund, and April 30, 2034, with respect to the WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund and it may only be terminated or amended prior to the end of the term with the approval of the Trust’s Board of Trustees.

 

Any reduction in advisory fees or payment of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by the Fund for a period ending three years, with respect to the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, and WCM International Small Cap Growth Fund, after the date of reduction or payment if the Advisor so requests. Any reduction in advisory fees or payment of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by the Fund for a period ending three years with respect to the WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund, after the date of reduction or payment if the Advisor so requests. This reimbursement may be requested from a Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. However, the reimbursement amount may not exceed the total amount of fees waived and/or Fund expenses paid by the Advisor and will not include any amounts previously reimbursed to the Advisor by the Fund. Any such reimbursement is contingent upon the Board’s subsequent review of the reimbursed amounts. A Fund must pay current ordinary operating expenses before the Advisor is entitled to any reimbursement of fees and/or Fund expenses.

 

DISTRIBUTION AND SHAREHOLDER SERVICE PLAN

 

 

Distribution and Service (Rule 12b-1) Fees

 

The Trust has adopted a plan on behalf of the Funds, except for WCM International Small Cap Growth Fund, pursuant to Rule 12b-1 of the 1940 Act (the “12b-1 Plan”) which allows each Fund to pay distribution fees for the sale and distribution of its Investor Class shares and/or shareholder liaison service fees in connection with the provision of personal services to shareholders of Investor Class Shares and the maintenance of their shareholder accounts. The 12b-1 Plan provides for the payment of such fees at the annual rate of up to 0.25% of average daily net assets attributable to Investor Class shares. Since these fees are paid out of each Fund’s assets attributable to the Fund’s Investor Class shares, these fees will increase the cost of your investment and, over time, may cost you more than paying other types of sales charges. The net income attributable to Investor Class shares will be reduced by the amount of distribution and shareholder liaison service fees and other expenses of a Fund associated with that class of shares.

 


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To assist investors in comparing classes of shares, the table under the Prospectus heading “Fees and Expenses of the Fund” provides a summary and example of the expenses of each Fund applicable to each class of shares offered in this Prospectus.

 

Institutional Class shares are not subject to any distribution fees under the 12b-1 Plan.

 

Shareholder Service Fee

 

Each Fund may pay a fee at an annual rate of up to 0.15% of its average daily net assets to shareholder servicing agents. Shareholder servicing agents provide non-distribution administrative and support services to their customers, which may include establishing and maintaining accounts and records relating to shareholders, processing dividend and distribution payments from the Funds on behalf of shareholders, forwarding communications from the Funds, providing sub-accounting with respect to Fund shares, and other similar services.

 

Additional Payments to Broker-Dealers and Other Financial Intermediaries

 

The Advisor may pay service fees to intermediaries such as banks, broker-dealers, financial advisors or other financial institutions, some of which may be affiliates, for sub-administration, sub-transfer agency and other shareholder services associated with shareholders whose shares are held of record in omnibus accounts, other group accounts or accounts traded through registered securities clearing agents.

 

The Advisor, out of its own resources, and without additional cost to the Funds or their shareholders, may provide additional cash payments or non-cash compensation to broker-dealers or intermediaries that sell shares of the Funds. These additional cash payments are generally made to intermediaries that provide shareholder servicing, marketing support and/or access to sales meetings, sales representatives and management representatives of the intermediary. The Advisor may pay cash compensation for inclusion of the Funds on a sales list, including a preferred or select sales list, or in other sales programs, or may pay an expense reimbursement in cases where the intermediary provides shareholder services to the Funds’ shareholders. The Advisor may also pay cash compensation in the form of finder’s fees that vary depending on the dollar amount of the shares sold.

 

YOUR ACCOUNT WITH THE FUNDS

 

 

Share Price

 

The offering price of each class of each Fund’s shares is the net asset value per share (“NAV”) of that class. For each Fund other than the WCM International Small Cap Growth Fund, the difference between the classes’ NAVs reflects the daily expense accruals of the distribution fees applicable to Investor Class Shares. Each Fund’s NAVs are calculated as of 4:00 p.m. Eastern time, the normal close of regular trading on the NYSE, on each day the NYSE is open for trading. If for example, the NYSE closes at 1:00 p.m. Eastern Time, each Fund’s NAVs would still be determined as of 4:00 p.m. Eastern Time. In this example, portfolio securities traded on the NYSE would be valued at their closing prices unless the Advisor determines that a “fair value” adjustment is appropriate due to subsequent events. The NAV for each class of a Fund is determined by dividing the value of the Fund’s portfolio securities, cash and other assets (including accrued interest) allocable to such class, less all liabilities (including accrued expenses) allocable to such class, by the total number of outstanding shares of such class. Each Fund’s NAVs may be calculated earlier if permitted by the SEC. The NYSE is closed on weekends and most U.S. national holidays. However, foreign securities listed primarily on non-U.S. markets may trade on weekends or other days on which a Fund does not value its shares, which may significantly affect the Fund’s NAVs on days when you are not able to buy or sell Fund shares.

 

The Funds’ securities generally are valued at market price. Securities are valued at fair value when market quotations are not readily available. The Board has designated the Advisor as each Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor adopted and implemented policies and procedures to be followed when a Fund must utilize fair value pricing, including when reliable market quotations are not readily available, when the Fund’s pricing service does not provide a valuation (or provides a valuation that, in the judgment of the Advisor, does not represent the

 


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security’s fair value), or when, in the judgment of the Advisor, events have rendered the market value unreliable (see, for example, the discussion of fair value pricing of foreign securities in the paragraph below). Valuing securities at fair value involves reliance on the judgment of the Advisor, and may result in a different price being used in the calculation of the Funds’ NAVs from quoted or published prices for the same securities. Fair value determinations are made by the Advisor, in good faith, in accordance with procedures approved by the Board. There can be no assurance that a Fund will obtain the fair value assigned to a security if it sells the security.

 

In certain circumstances, the Advisor employs fair value pricing to ensure greater accuracy in determining the Funds’ daily NAVs and to prevent dilution by frequent traders or market timers who seek to exploit temporary market anomalies. Fair value pricing may be applied to foreign securities held by a Fund upon the occurrence of an event after the close of trading on non-U.S. markets but before the close of trading on the NYSE when the Funds’ NAVs are determined. If the event may result in a material adjustment to the price of a Fund’s foreign securities once non-U.S. markets open on the following business day (such as, for example, a significant surge or decline in the U.S. market), the Advisor may value such foreign securities at fair value, taking into account the effect of such event, in order to calculate the Funds’ NAVs.

 

Other types of portfolio securities that the Advisor may fair value include, but are not limited to: (1) investments that are illiquid or traded infrequently, including “restricted” securities and private placements for which there is no public market; (2) investments for which, in the judgment of the Advisor, the market price is stale; (3) securities of an issuer that has entered into a restructuring; (4) securities for which trading has been halted or suspended; and (5) fixed income securities for which there are no current market value quotations.

 

Pricing services generally value debt securities assuming orderly transactions of an institutional round lot size, but such securities may be held or transactions may be conducted in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots.

 

Purchase of Shares

 

This Prospectus offers two classes of shares of the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund designated as Investor Class and Institutional Class Shares. The Prospectus offers one class of shares of the WCM International Small Cap Growth Fund, designated as Institutional Class Shares.

 

 

Investor Class shares generally incur annual distribution and shareholder service fees.

 

 

Institutional Class shares do not incur distribution fees but may incur shareholder service fees.

 

By offering multiple classes of shares, the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund permit each investor to choose the class of shares that is most beneficial given the type of investor, the amount to be invested and the length of time the investor expects to hold the shares.

 

Before you invest, you should compare the features of each share class, so that you can choose the class that is right for you. When selecting a share class, you should consider the following:

 

 

which shares classes are available to you;

 

 

how long you expect to own your shares;

 

 

how much you intend to invest; and

 

 

total costs and expenses associated with a particular share class.

 


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Each class of shares generally has the same rights, except for the distribution fees, and related expenses associated with each class of shares, and the exclusive voting rights by each class with respect to any distribution plan or service plan for such class of shares.

 

To purchase shares of a Fund, you must invest at least the minimum amount indicated in the following table.

 

 

Investor Class

Institutional Class

Minimum Investments

To Open
Your Account

To Add to
Your Account

To Open
Your Account

To Add to
Your Account

Direct Regular Accounts

$1,000

$100

$100,000

$5,000

Direct Retirement Accounts

$1,000

$100

$100,000

$5,000

Automatic Investment Plan

$100

$50

$5,000

$2,500

Gift Account For Minors

$1,000

$500

$100,000

$5,000

 

For Investor Class Shares, there is no initial or subsequent investment minimum for:

 

 

Fee Based Programs (such as wrap accounts) where an advisory fee is paid to the broker-dealer or other financial intermediary. Please consult your financial representative to determine if your fee based program is subject to additional or different conditions or fees.

 

 

Certain Retirement Plans. Please consult your retirement plan administrator to determine if your retirement plan is subject to additional or different conditions or fees.

 

 

Clients of a Registered Investment Adviser where the registered investment adviser receives an advisory, management or consulting fee.

 

For Institutional Class Shares, there is no initial or subsequent investment minimum for:

 

 

Fee Based Programs (such as wrap accounts) where an advisory fee is paid to the broker-dealer or other financial intermediary. Please consult your financial representative to determine if your fee based program is subject to additional or different conditions or fees.

 

 

Certain Retirement Plans. Please consult your retirement plan administrator to determine if your retirement plan is subject to additional or different conditions or fees.

 

 

Certain Individual Retirement Accounts if the amounts invested represent rollover distributions from investments by any of the retirement plans invested in the Fund.

 

 

Clients of a Registered Investment Adviser where the registered investment adviser receives an advisory, management or consulting fee.

 

 

Trustees of the Trust, former trustees of the Trust, and current or retired directors and employees of the Advisor and its affiliates (this also applies to any spouse, parents, children, siblings, grandparents, grandchildren and in-laws of those mentioned).

 

At the discretion of the Advisor, clients of the Advisor and its affiliates may purchase Institutional Class Shares of the Fund below the stated minimums. Due to operational limitations at your financial intermediary, certain fee based programs, retirement plans, individual retirement accounts and accounts of registered investment advisers may be subject to the Fund’s investment minimums.

 

Certain Retirement Plans – The Advisor defines “Certain Retirement Plans” as it relates to account minimums as follows: 401(k) plans, 457 plans, 401(a) plans (including profit-sharing and money purchase pension plans), 403(b) and 403(b)(7) plans, defined benefit plans, non-qualified deferred compensation plans, Taft Hartley multi-employer plans and

 


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retiree health benefit plans. The accounts must be plan level omnibus accounts to qualify. Certain Retirement Plans does not include individual retirement plan accounts such as IRAs, SIMPLE, SEP, SARSEP, Roth IRA, etc. Any retirement plan accounts registered in the name of a participant would not qualify.

 

See “Appendix A” for certain information related to purchase of shares through certain brokerage platforms.

 

Shares of a Fund may be purchased by check, by wire transfer of funds via a bank or through an approved financial intermediary (i.e., a financial supermarket, investment advisor, financial planner or consultant, broker, dealer or other investment professional and their agents) authorized by the Funds to receive purchase orders. Financial intermediaries may provide varying arrangements for their clients to purchase and redeem shares, which may include different sales charges as described in this Prospectus, additional fees and different investment minimums. In addition, from time to time, a financial intermediary may modify or waive the initial and subsequent investment minimums. The share classes your financial intermediary sells may depend on, among other things, the type of investor account and the policies, procedures and practices adopted by your financial intermediary. You should review these arrangements with your financial intermediary.

 

You may make an initial investment in an amount greater than the minimum amounts shown in the preceding table and a Fund may, from time to time, reduce or waive the minimum initial investment amounts. The minimum initial investment amount is automatically waived for Fund shares purchased by Trustees of the Trust and current or retired directors and employees of the Advisor and its affiliates.

 

To the extent allowed by applicable law, each Fund reserves the right to discontinue offering shares at any time or to cease operating entirely.

 

In Kind Purchases and Redemptions

 

Each Fund reserves the right to accept payment for shares in the form of securities that are permissible investments for the Fund. Each Fund also reserves the right to pay redemptions by an “in-kind” distribution of portfolio securities (instead of cash) from the Fund. In-kind purchases and redemptions are generally taxable events and may result in the recognition of gain or loss for federal income tax purposes. See the SAI for further information about the terms of these purchases and redemptions.

 

Additional Investments

 

Additional subscriptions in a Fund generally may be made by investing at least the minimum amount shown in the table above. Exceptions may be made at a Fund’s discretion. You may purchase additional shares of a Fund by sending a check together with the investment stub from your most recent account statement to the Fund at the applicable address listed on the table below. Please ensure that you include your account number on the check. If you do not have the investment stub from your account statement, list your name, address and account number on a separate sheet of paper and include it with your check. You may also make additional investments in a Fund by wire transfer of funds or through an approved financial intermediary. The minimum additional investment amount is automatically waived for shares purchased by Trustees of the Trust and current or retired directors and employees of the Advisor and its affiliates. Please follow the procedures described in this Prospectus.

 

Customer Identification Information

 

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will be asked for your name, date of birth (for a natural person), your residential address or principal place of business, and mailing address, if different, as well as your Social Security Number or Taxpayer Identification Number. Additional information is required for corporations, partnerships and other entities, including the name, residential address, date of birth and Social Security Number of the underlying beneficial owners and authorized control persons of entity owners. Applications without such information will not be considered in good order. Each Fund reserves the right to deny any application if the application is not in good order.

 


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This Prospectus should not be considered a solicitation to purchase or as an offer to sell shares of the Funds in any jurisdiction where it would be unlawful to do so under the laws of that jurisdiction. Please note that the value of your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

 

Automatic Investment Plan

 

If you intend to use the Automatic Investment Plan (“AIP”), you may open your account with the initial minimum investment amount. Once an account has been opened, you may make additional investments in a Fund at regular intervals through the AIP. If elected on your account application, funds can be automatically transferred from your checking or savings account on the 5th, 10th, 15th, 20th or 25th of each month. In order to participate in the AIP, each additional subscription must be at least $50 ($2,500 for Institutional Class), and your financial institution must be a member of the Automated Clearing House (“ACH”) network. The first AIP purchase will be made 15 days after the Funds’ transfer agent (the “Transfer Agent”) receives your request in good order. The Transfer Agent will charge a $25 fee for any ACH payment that is rejected by your bank. Your AIP will be terminated if two successive mailings we send to you are returned by the U.S. Postal Service as undeliverable. You may terminate your participation in the AIP at any time by notifying the Transfer Agent at 1-888-988-9801 at least five days prior to the date of the next AIP transfer. A Fund may modify or terminate the AIP at any time without notice.

 

Timing and Nature of Requests

 

The purchase price you will pay for a Fund’s shares will be the next NAV calculated after the Transfer Agent or your authorized financial intermediary receives your request in good order. “Good order” means that your purchase request includes: (1) the name of the Fund, (2) the dollar amount of shares to be purchased, (3) your purchase application or investment stub, and (4) a check payable to WCM Funds. All requests received in good order before 4:00 p.m. (Eastern Time) on any business day will be processed on that same day. Requests received at or after 4:00 p.m. (Eastern Time) will be transacted at the next business day’s NAV. All purchases must be made in U.S. dollars and drawn on U.S. financial institutions.

 

Methods of Buying

 

Through a broker- dealer or other financial intermediary

Each Fund is offered through certain approved financial intermediaries (and their agents). Each Fund is also offered directly. A purchase order placed with a financial intermediary or its authorized agent is treated as if such order were placed directly with the Fund, and will be deemed to have been received by the Fund when the financial intermediary or its authorized agent receives the order and executed at the next NAV calculated by the Fund. Your financial intermediary will hold your shares in a pooled account in its (or its agent’s) name. A Fund may pay your financial intermediary (or its agent) to maintain your individual ownership information, maintain required records, and provide other shareholder services. A financial intermediary which offers shares may charge its individual clients transaction fees which may be in addition to those described in this Prospectus. For example, the financial intermediary may charge transaction fees or set different minimum investments. Your financial intermediary is responsible for processing your order correctly and promptly, keeping you advised of the status of your account, confirming your transactions and ensuring that you receive copies of the Fund’s Prospectus. Please contact your financial intermediary to determine whether it is an approved financial intermediary of the Funds or for additional information.

 


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Methods of Buying

 

By mail

A Fund will not accept payment in cash, including cashier’s checks. Also, to prevent check fraud, a Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks, money orders or starter checks for the purchase of shares. All checks must be made in U.S. dollars and drawn on U.S. financial institutions.

 

To buy shares directly from a Fund by mail, complete an account application and send it together with your check for the amount you wish to invest to the Fund at the address indicated below. To make additional investments once you have opened your account, write your account number on the check and send it to the Fund together with the most recent confirmation statement received from the Transfer Agent. If your check is returned for insufficient funds, your purchase will be canceled and a $25 fee will be assessed against your account by the Transfer Agent.

 

Regular Mail
WCM Funds
P.O. Box 2175
Milwaukee, Wisconsin 53201

Overnight Delivery
WCM Funds
235 West Galena Street
Milwaukee, Wisconsin 53212

 

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents.

By telephone

To make additional investments by telephone, you must authorize telephone purchases on your account application. If you have given authorization for telephone transactions and your account has been open for at least 15 days, call the Transfer Agent toll-free at 1-888-988-9801 and you will be allowed to move money in amounts of at least $5,000 but not greater than $50,000, from your bank account to the applicable Fund’s account upon request. Only bank accounts held at U.S. institutions that are ACH members may be used for telephone transactions. If your order is placed before 4:00 p.m. (Eastern Time) on a business day shares will be purchased in your account at the NAV calculated on that day. Orders received at or after 4:00 p.m. (Eastern Time) will be transacted at the next business day’s NAV. For security reasons, requests by telephone will be recorded.

 

 


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Methods of Buying

 

By wire

To open an account by wire, a completed account application form must be received by a Fund before your wire can be accepted. You may mail or send by overnight delivery your account application form to the Transfer Agent. Upon receipt of your completed account application form, an account will be established for you. The account number assigned to you will be required as part of the wiring instruction that should be provided to your bank to send the wire. Your bank must include the name of the Fund, the account number, and your name so that monies can be correctly applied. Your bank should transmit monies by wire to:

 

UMB Bank, n.a.
ABA Number 101000695

For credit to WCM Funds

A/C # 9871975789

 

For further credit to:
Your account number
Fund Name Name(s) of investor(s)
Social Security Number or Taxpayer Identification Number

 

Before sending your wire, please contact the Transfer Agent at 1-888-988-9801 to notify it of your intention to wire funds. This will ensure prompt and accurate credit upon receipt of your wire. Your bank may charge a fee for its wiring service.

 

Wired funds must be received prior to 4:00 p.m. (Eastern Time) on a business day to be eligible for same day pricing. The Funds and UMB Bank, n.a. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

 

Selling (Redeeming) Fund Shares

Through a broker- dealer or other financial intermediary

If you purchased your shares through an approved financial intermediary, your redemption order must be placed through the same financial intermediary. Such financial intermediaries are authorized to designate other financial intermediaries to receive purchase and redemption orders on the Fund’s behalf. A Fund will be deemed to have received a redemption order when a financial intermediary (or its authorized agent) receives the order. The financial intermediary must receive your redemption order prior to 4:00 p.m. (Eastern Time) on a business day for the redemption to be processed at the current day’s NAV. Orders received at or after 4:00 p.m. (Eastern Time) on a business day or on a day when the Fund does not value its shares will be transacted at the next business day’s NAV. Please keep in mind that your financial intermediary may charge additional fees for its services. In the event your approved financial intermediary is no longer available or in operation, you may place your redemption order directly with the Fund as described below.

 

 


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By mail

You may redeem shares purchased directly from a Fund by mail. Send your written redemption request to WCM Funds at the address indicated below. Your request must be in good order and contain the Fund name, the name(s) on the account, your account number and the dollar amount or the number of shares to be redeemed. The redemption request must be signed by all shareholders listed on the account. Additional documents are required for certain types of shareholders, such as corporations, partnerships, executors, trustees, administrators, or guardians (i.e., corporate resolutions dated within 60 days, or trust documents indicating proper authorization).

 

 

Regular Mail
WCM Funds
P.O. Box 2175
Milwaukee, Wisconsin 53201

Overnight Delivery
WCM Funds
235 West Galena Street
Milwaukee, Wisconsin 53212

 

 

A Medallion signature guarantee must be included if any of the following situations apply:

 

● You wish to redeem more than $50,000 worth of shares;

 

● When redemption proceeds are sent to any person, address or bank account not on record;

 

● If a change of address was received by the Transfer Agent within the last 15 days;

 

● If ownership is changed on your account; or

 

● When establishing or modifying certain services on your account.

By telephone

To redeem shares by telephone, call the Funds at 1-888-988-9801 and specify the amount of money you wish to redeem. You may have a check sent to the address of record, or, if previously established on your account, you may have proceeds sent by wire or electronic funds transfer through the ACH network directly to your bank account. Wire transfers are subject to a $20 fee paid by the shareholder and your bank may charge a fee to receive wired funds. Checks sent via overnight delivery are subject to a $25 charge. You do not incur any charge when proceeds are sent via the ACH network; however, credit may not be available for two to three business days.

 

If you are authorized to perform telephone transactions (either through your account application form or by subsequent arrangement in writing with the Funds), you may redeem shares worth up to $50,000, by instructing the Funds by phone at 1-888-988-9801. Unless noted on the initial account application, a Medallion signature guarantee is required of all shareholders in order to qualify for or to change telephone redemption privileges.

 

Note: The Funds and all of their service providers will not be liable for any loss or expense in acting upon instructions that are reasonably believed to be genuine. To confirm that all telephone instructions are genuine, the caller must verify the following:

 

● The Fund account number;

 

● The name in which his or her account is registered;

 

● The Social Security Number or Taxpayer Identification Number under which the account is registered; and

 

● The address of the account holder, as stated in the account application form.

 

Medallion Signature Guarantee

 

In addition to the situations described above, each Fund reserves the right to require a Medallion signature guarantee in other instances based on the circumstances relative to the particular situation.

 


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Shareholders redeeming more than $50,000 worth of shares by mail should submit written instructions with a Medallion signature guarantee from an eligible institution acceptable to the Transfer Agent, such as a domestic bank or trust company, broker, dealer, clearing agency or savings association, or from any participant in a Medallion program recognized by the Securities Transfer Association. The three currently recognized Medallion programs are Securities Transfer Agents Medallion Program, Stock Exchanges Medallion Program and New York Stock Exchange, Inc. Medallion Signature Program. Signature guarantees that are not part of these programs will not be accepted. Participants in Medallion programs are subject to dollar limitations which must be considered when requesting their guarantee. The Transfer Agent may reject any signature guarantee if it believes the transaction would otherwise be improper. A notary public cannot provide a signature guarantee.

 

Systematic Withdrawal Plan

 

You may request that a predetermined dollar amount be sent to you on a monthly or quarterly basis. Your account must maintain a value of at least $100,000 for Institutional Class ($50,000 for IRA accounts) and $1,000 for Investor Class for you to be eligible to participate in the Systematic Withdrawal Plan (“SWP”). The minimum withdrawal amount is $100. If you elect to receive redemptions through the SWP, the Funds will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account on record. You may request an application for the SWP by calling the Transfer Agent toll-free at 1-888-988-9801. A Fund may modify or terminate the SWP at any time. You may terminate your participation in the SWP by calling the Transfer Agent at least five business days before the next withdrawal.

 

Payment of Redemption Proceeds

 

You may redeem shares of a Fund at a price equal to the NAV next determined after the Transfer Agent and/or authorized agent receives your redemption request in good order. Generally, your redemption request cannot be processed on days the NYSE is closed. Redemption proceeds for requests received in good order by the Transfer Agent and/or authorized agent before the close of the regular trading session of the NYSE (generally, 4:00 p.m. Eastern Time) will usually be sent to the address of record or the bank you indicate, or wired using the wire instructions on record on the following business day. Payment of redemption proceeds may take longer than typically expected, but will be sent within seven calendar days after the Fund receives your redemption request, except as specified below.

 

If you purchase shares using a check and request a redemption before the check has cleared, a Fund may postpone payment of your redemption proceeds up to 15 calendar days while the Fund waits for the check to clear. Furthermore, a Fund may suspend the right to redeem shares or postpone the date of payment upon redemption for more than seven calendar days: (1) for any period during which the NYSE is closed (other than customary weekend or holiday closings) or trading on the NYSE is restricted; (2) for any period during which an emergency exists affecting the sale of the Fund’s securities or making such sale or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (3) for such other periods as the SEC may permit for the protection of the Fund’s shareholders.

 

Other Redemption Information

 

IRA and retirement plan redemptions from accounts for which UMB Bank, n.a. is the custodian must be completed on an IRA Distribution Form or other acceptable form approved by UMB Bank, n.a. Shareholders who hold shares of a Fund through an IRA or other retirement plan must indicate on their redemption requests whether to withhold federal income tax. Such redemption requests will generally be subject to a 10% federal income tax withholding unless a shareholder elects not to have taxes withheld. An IRA owner with a foreign residential address may not elect to forgo the 10% withholding. In addition, if you are a resident of certain states, state income tax also applies to non-Roth IRA distributions when federal withholding applies. Please consult with your tax professional.

 

The Funds generally pay sale (redemption) proceeds in cash. The Funds typically expect to satisfy redemption requests by selling portfolio assets or by using holdings of cash or cash equivalents. On a less regular basis, a Fund may utilize a temporary overdraft facility offered through its custodian, UMB Bank, n.a., in order to assist the Fund in meeting redemption requests. The Funds use these methods during both normal and stressed market conditions. During conditions that make the payment of cash unwise and/or in order to protect the interests of a Fund’s remaining shareholders, the

 


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Fund may pay all or part of a shareholder’s redemption proceeds in portfolio securities with a market value equal to the redemption price (redemption-in-kind) in lieu of cash. The Funds may redeem shares in-kind during both normal and stressed market conditions. Generally, in kind redemptions will be effected through a pro rata distribution of the Fund’s portfolio securities. If a Fund redeems your shares in kind, you will bear any market risks associated with investment in those securities, and you will be responsible for the costs (including brokerage charges) of converting the securities to cash. On a less regular basis, the Funds may also satisfy redemption requests by using other short-term borrowings from their custodian.

 

Cost Basis Information

 

Federal tax law requires that regulated investment companies, such as the Funds, report their shareholders’ cost basis, gain/loss, and holding period to the Internal Revenue Service on the shareholders’ Consolidated Form 1099s when “covered” shares of the regulated investment companies are sold. Covered shares are any shares acquired (including pursuant to a dividend reinvestment plan) on or after January 1, 2012.

 

Each Fund has chosen “first-in, first-out” (“FIFO”) as its standing (default) tax lot identification method for all shareholders, which means this is the method the Fund will use to determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values and the entire position is not sold at one time. A Fund’s standing tax lot identification method is the method it will use to report the sale of covered shares on your Consolidated Form 1099 if you do not select a specific tax lot identification method. Redemptions are taxable and you may realize a gain or loss upon the sale of your shares. Certain shareholders may be subject to backup withholding.

 

Subject to certain limitations, you may choose a method other than a Fund’s standing method at the time of your purchase or upon the sale of covered shares. For all shareholders using a method other than the specific tax lot identification method, the WCM Focused International Growth Fund first redeems shares you acquired on or before December 30, 2011, and then applies your elected method to shares acquired after that date. Please refer to the appropriate Treasury regulations or consult your tax advisor with regard to your personal circumstances.

 

Tools to Combat Frequent Transactions

 

The Trust’s Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Fund shareholders. The Trust discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm a Fund’s performance. The Trust takes steps to reduce the frequency and effect of these activities on the Funds. These steps may include monitoring trading activity and using fair value pricing. In addition, the Trust may take action, which may include using its best efforts to restrict a shareholder from making additional purchases in a Fund, if that shareholder has engaged in four or more “round trips” in the Fund during a 12-month period. Although these efforts (which are described in more detail below) are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity may occur. Further, while the Trust makes efforts to identify and restrict frequent trading, the Trust receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries. The Trust seeks to exercise its judgment in implementing these tools to the best of its ability in a manner that the Trust believes is consistent with the interests of Fund shareholders.

 

Monitoring Trading Practices

The Trust may monitor trades in Fund shares in an effort to detect short-term trading activities. If, as a result of this monitoring, the Trust believes that a shareholder of a Fund has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, the Trust seeks to act in a manner that it believes is consistent with the best interest of Fund shareholders. Due to the complexity and subjectivity involved in identifying abusive trading activity, there can be no assurance that the Trust’s efforts will identify all trades or trading practices that may be considered abusive.

 

General Transaction Policies

 


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Some of the following policies are mentioned above. In general, each Fund reserves the right to:

 

 

vary or waive any minimum investment requirement;

 

 

refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone redemption privileges (if redemption by telephone is not available, you may send your redemption order to the Funds via regular or overnight delivery), for any reason;

 

 

redeem all shares in your account if your balance falls below $25,000 due to redemption activity. In these circumstances, the Fund will notify you in writing and request that you increase your balance above the minimum initial investment amount within 60 days of the date of the notice. If, within 60 days of the Fund’s written request, you have not increased your account balance, your shares may be redeemed. The Fund will not require that your shares be redeemed if the value of your account drops below the investment minimum due to fluctuations of the Fund’s NAVs;

 

 

reject any purchase request for any reason (generally, the Fund does this if the purchase is disruptive to the efficient management of the Fund due to the timing of the investment or an investor’s history of excessive trading);

 

 

delay paying redemption proceeds for up to seven calendar days after receiving a request, if an earlier payment could adversely affect the Fund;

 

 

reject any purchase or redemption request that does not contain all required documentation; and

 

 

subject to applicable law and with prior notice, adopt other policies from time to time requiring mandatory redemption of shares in certain circumstances.

 

If you elect telephone privileges on the account application or in a letter to a Fund, you may be responsible for any fraudulent telephone orders as long as the Fund and/or its service providers have taken reasonable precautions to verify your identity. In addition, once you place a telephone transaction request, it cannot be canceled or modified.

 

During periods of significant economic or market change, telephone transactions may be difficult to complete. If you are unable to contact a Fund by telephone, you may also mail your request to the Fund at the address listed under “Methods of Buying.”

 

Your broker or other financial intermediary may establish policies that differ from those of the Funds. For example, the organization may charge transaction fees, set higher minimum investments, or impose certain limitations on buying or selling shares in addition to those identified in this Prospectus. Contact your broker or other financial intermediary for details.

 

Please note that the value of your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

 

Exchange Privilege

 

You may exchange shares of each Fund for shares of another WCM Fund. The amount of the exchange must be equal to or greater than the required minimum initial investment of the other fund (see “Minimum Investment” table). You may realize either a gain or loss on those shares and will be responsible for paying any applicable taxes. If you exchange shares through a broker, the broker may charge you a transaction fee. You may exchange shares by sending a written request to the Fund or by telephone. Be sure that your written request includes the dollar amount or number of shares to be exchanged, the name(s) on the account and the account number(s), and is signed by all shareholders on the account. In order to limit expenses, each Fund reserves the right to limit the total number of exchanges you can make in any year.

 

Conversion of Shares

 

A share conversion is a transaction in which shares of one class of a Fund are exchanged for shares of another class of the Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur when a shareholder becomes eligible for another share class of the Fund or no longer meets the eligibility criteria of the share

 


150

 

 

 

class owned by the shareholder (and another class exists for which the shareholder would be eligible). Please note that a share conversion is generally a non-taxable event, but you should consult with your personal tax advisor on your particular circumstances. Please also note, all share conversion requests must be approved by the Advisor.

 

A request for a share conversion will not be processed until it is received in “good order” (as defined above) by a Fund or your financial intermediary. To receive the NAV of the new class calculated that day, conversion requests must be received in good order by the Fund or your financial intermediary before 4:00 p.m., Eastern Time or the financial intermediary’s earlier applicable deadline. Please note that, because the NAV of each class of each Fund will generally vary from the NAV of the other class due to differences in expenses, you will receive a number of shares of the new class that is different from the number of shares that you held of the old class, but the total value of your holdings will remain the same.

 

The Funds’ frequent trading policies will not be applicable to share conversions. If you hold your shares through a financial intermediary, please contact the financial intermediary for more information on share conversions. Please note that certain financial intermediaries may not permit all types of share conversions. Each Fund reserves the right to terminate, suspend or modify the share conversion privilege for any shareholder or group of shareholders.

 

Each Fund reserves the right to automatically convert shareholders from one class to another if they either no longer qualify as eligible for their existing class or if they become eligible for another class. Such mandatory conversions may be as a result of a change in value of an account due to market movements, exchanges or redemptions. A Fund will notify affected shareholders in writing prior to any mandatory conversion.

 

Prospectus and Shareholder Report Mailings

 

In order to reduce the amount of mail you receive and to help reduce expenses, we generally send a single copy of any shareholder report and Prospectus to each household. If you do not want the mailing of these documents to be combined with those of other members of your household, please contact your authorized dealer or the Transfer Agent.

 

Additional Information

 

The Funds enter into contractual arrangements with various parties, including among others the Advisor, who provide services to the Funds. Shareholders are not parties to, or intended (or “third party”) beneficiaries of, those contractual arrangements.

 

The Prospectus and the SAI provide information concerning the Funds that you should consider in determining whether to purchase shares of the Funds. The Funds may make changes to this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred by federal or state securities laws that may not be waived.

 

DIVIDENDS AND DISTRIBUTIONS

 

 

Each Fund will make distributions of net investment income and net capital gains, if any, at least annually, typically in December. A Fund may make additional payments of dividends or distributions if it deems it desirable at any other time during the year.

 

All dividends and distributions will be reinvested in Fund shares unless you choose one of the following options: (1) to receive net investment income dividends in cash, while reinvesting capital gain distributions in additional Fund shares; or (2) to receive all dividends and distributions in cash. If you wish to change your distribution option, please write to the Transfer Agent before the payment date of the distribution.

 

If you elect to receive distributions in cash and the U.S. Postal Service cannot deliver your check, or if your distribution check has not been cashed for six months, each Fund reserves the right to reinvest the distribution check in your account at the Fund’s then current NAV and to reinvest all subsequent distributions.

 


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FEDERAL INCOME TAX CONSEQUENCES

 

 

The following discussion is very general and does not address investors subject to special rules, such as investors who hold Fund shares through an IRA, 401(k) plan or other tax-advantaged account. The SAI contains further information about taxes. Because each shareholder’s circumstances are different and special tax rules may apply, you should consult your tax advisor about your investment in a Fund.

 

You will generally have to pay federal income taxes, as well as any state or local taxes, on distributions received from a Fund, whether paid in cash or reinvested in additional shares. If you sell Fund shares, it is generally considered a taxable event. If you exchange shares of a Fund for shares of another fund, the exchange will generally be treated as a sale of the Fund’s shares and any gain on the transaction may be subject to federal income tax.

 

Distributions of net investment income, other than distributions a Fund reports as “qualified dividend income,” are taxable for federal income tax purposes at ordinary income tax rates. Distributions of net short-term capital gains are also generally taxable at ordinary income tax rates. Distributions from a Fund’s net capital gain (i.e., the excess of its net long-term capital gain over its net short-term capital loss) are taxable for federal income tax purposes as long-term capital gain, regardless of how long the shareholder has held Fund shares.

 

Dividends paid by a Fund (but none of a Fund’s capital gain distributions) may qualify in part for the dividends received deduction available to corporate shareholders, provided certain holding period and other requirements are satisfied. Dividends received by a Fund from REITs generally are not expected to qualify for treatment as qualified dividend income or for the dividends-received deduction. Distributions that a Fund reports as “qualified dividend income” may be eligible to be taxed to non-corporate shareholders at the reduced rates applicable to long-term capital gain if derived from a Fund’s qualified dividend income and/or if certain other requirements are satisfied. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market.

 

You may want to avoid buying shares of a Fund just before it declares a distribution (on or before the record date), because such a distribution will be taxable to you even though it may effectively be a return of a portion of your investment.

 

Although distributions are generally taxable when received, dividends declared in October, November or December to shareholders of record as of a date in such month and paid during the following January are treated as if received on December 31 of the calendar year when the dividends were declared.

 

Information on the federal income tax status of dividends and distributions is provided annually.

 

Dividends and distributions from a Fund and net gain from redemptions of Fund shares will generally be taken into account in determining a shareholder’s “net investment income” for purposes of the 3.8% Medicare contribution tax applicable to certain individuals, estates and trusts.

 

If you do not provide a Fund with your correct taxpayer identification number and any required certifications, you will be subject to backup withholding on your redemption proceeds, dividends and other distributions. The backup withholding rate is currently 24%.

 

Dividends and certain other payments made by a Fund to a non-U.S. shareholder are subject to withholding of federal income tax at the rate of 30% (or such lower rate as may be determined in accordance with any applicable treaty). Dividends that are reported by a Fund as “interest-related dividends” or “short-term capital gain dividends” are generally exempt from such withholding. In general, a Fund may report interest-related dividends to the extent of its net income derived from U.S.-source interest and a Fund may report short-term capital gain dividends to the extent its net short-term capital gain for the taxable year exceeds its net long-term capital loss. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax described in this paragraph.

 


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Under legislation commonly referred to as “FATCA,” unless certain non-U.S. entities that hold shares comply with requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to dividends payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the United States and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

 

Some of a Fund’s investment income may be subject to foreign income taxes that are withheld at the country of origin. Tax treaties between certain countries and the United States may reduce or eliminate such taxes, but there can be no assurance that a Fund will qualify for treaty benefits.

 

 


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FINANCIAL HIGHLIGHTS

 

 

The following tables are intended to help you understand each Fund’s financial performance for the past 5 years (as applicable). Certain information reflects financial results for a single Fund share. The total return figures in the tables represent the rate that an investor in a Fund would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The financial information for the period shown has been audited by Tait, Weller & Baker LLP, an independent registered public accounting firm, whose report, along with each Fund’s financial statements, is included in the Fund’s annual report, which is available upon request (see back cover).

 

WCM Focused International Growth Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 19.44     $ 20.43     $ 26.00     $ 17.10     $ 16.51     $ 15.87  

Income from Investment Operations:

                                               

Net investment income (loss)1

    (0.05 )     (0.04 )     (0.18 )     (0.14 )           0.03  

Net realized and unrealized gain (loss)

    3.20       (0.93 )     (4.12 )     9.39       0.60       1.15  

Total from investment operations

    3.15       (0.97 )     (4.30 )     9.25       0.60       1.18  

Less Distributions:

                                               

From net investment income

                      (0.01 )     (0.01 )     (0.01 )

From net realized gain

    (0.15 )     (0.02 )     (1.27 )     (0.34 )           (0.53 )

Total distributions

    (0.15 )     (0.02 )     (1.27 )     (0.35 )     (0.01 )     (0.54 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 22.44     $ 19.44     $ 20.43     $ 26.00     $ 17.10     $ 16.51  

Total return3

    16.24 %     (4.75 )%4     (17.75 )%     54.28 %     3.64 %     7.99 %

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 719,670     $ 695,036     $ 1,106,334     $ 1,537,934     $ 271,693     $ 200,100  

Ratio of expenses to average net assets

    1.29 %5     1.29 %6     1.31 %     1.30 %     1.26 %     1.24 %

Ratio of net investment income (loss) to average net assets

    (0.22 )%5     (0.34 )%6     (0.68 )%     (0.62 )%     (0.01 )%     0.17 %

Portfolio turnover rate

    33 %     17 %4     23 %     25 %     20 %     21 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax reclaim expense had been excluded, the expense ratios would of been lowered by 0.00% for the year ended December 31, 2023.

6

Annualized.

 


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WCM Focused International Growth Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 19.66     $ 20.64     $ 26.18     $ 17.17     $ 16.58     $ 15.94  

Income from Investment Operations:

                                               

Net investment income (loss)1

    0.01       (0.01 )     (0.11 )     (0.08 )     0.04       0.06  

Net realized and unrealized gain (loss)

    3.24       (0.95 )     (4.16 )     9.44       0.59       1.16  

Total from investment operations

    3.25       (0.96 )     (4.27 )     9.36       0.63       1.22  

Less Distributions:

                                               

From net investment income

                      (0.01 )     (0.04 )     (0.05 )

From net realized gain

    (0.15 )     (0.02 )     (1.27 )     (0.34 )           (0.53 )

Total distributions

    (0.15 )     (0.02 )     (1.27 )     (0.35 )     (0.04 )     (0.58 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 22.76     $ 19.66     $ 20.64     $ 26.18     $ 17.17     $ 16.58  

Total return3

    16.56 %     (4.65 )%4     (17.51 )%     54.73 %     3.79 %     8.25 %

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 16,758,010     $ 15,390,849     $ 19,083,250     $ 22,891,438     $ 12,088,860     $ 7,420,808  

Ratio of expenses to average net assets

    1.04 %5     1.04 %6     1.06 %     1.05 %     1.04 %     1.03 %

Ratio of net investment income (loss) to average net assets

    0.03 %5     (0.09 )%6     (0.43 )%     (0.37 )%     0.21 %     0.38 %

Portfolio turnover rate

    33 %     17 %4     23 %     25 %     20 %     21 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax reclaim expense had been excluded, the expense ratios would of been lowered by 0.00% for the year ended December 31, 2023.

6

Annualized.

 


155

 

 

 

WCM Focused Emerging Markets Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 12.73     $ 14.00     $ 19.89     $ 12.71     $ 12.91     $ 12.43  

Income from Investment Operations:

                                               

Net investment income (loss)1

    0.03       0.01       (0.11 )     (0.19 )     (0.05 )     0.14  

Net realized and unrealized gain (loss)

    0.51       (1.24 )     (4.96 )     7.54       (0.10 )     0.42  

Net increase from payments by affiliates

                                  2 

Total from investment operations

    0.54       (1.23 )     (5.07 )     7.35       (0.15 )     0.56  

Less Distributions:

                                               

From net investment income

    (0.02 )     (0.04 )                 (0.03 )     (0.08 )

From net realized gain

                (0.82 )     (0.17 )     (0.02 )      

Total distributions

    (0.02 )     (0.04 )     (0.82 )     (0.17 )     (0.05 )     (0.08 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 13.25     $ 12.73     $ 14.00     $ 19.89     $ 12.71     $ 12.91  

Total return3

    4.25 %     (8.78 )%4     (26.54 )%     57.93 %     (1.17 )%     4.64 %5

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 89,359     $ 125,641     $ 141,593     $ 55,369     $ 26,583     $ 6,540  

Ratio of expenses to average net assets:

                                               

Before fees waived and expenses absorbed

    1.52 %     1.62 %6     1.59 %     1.53 %     1.69 %     2.05 %

After fees waived and expenses absorbed

    1.50 %     1.50 %6     1.50 %     1.50 %     1.49 %7     0.00 %

Ratio of net investment income (loss) to average net assets:

                                               

Before fees waived and expenses absorbed

    0.21 %     0.00 %6     (0.71 )%     (1.07 )%     (0.59 )%     (0.88 )%

After fees waived and expenses absorbed

    0.23 %     0.12 %6     (0.62 )%     (1.04 )%     (0.39 )%     1.17 %

Portfolio turnover rate

    62 %     18 %4     39 %     35 %     23 %     48 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 


156

 

 

 

4

Not annualized.

5

The Advisor reimbursed the Fund $327 for losses from a trade error. Payments had no impact to the total return.

6

Annualized.

7

Effective May 1, 2019, the Advisor has contractually agreed to limit the annual operating expenses to 1.50%. Prior to May 1, 2019, the Advisor had contractually agreed to limit the annual operating expenses to 1.65%, but also voluntarily waived all of its fees, and payed all of the operating expenses.

 


157

 

 

 

WCM Focused Emerging Markets Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 12.88     $ 14.16     $ 20.06     $ 12.78     $ 12.96     $ 12.47  

Income from Investment Operations:

                                               

Net investment income (loss)1

    0.06       0.03       (0.07 )     (0.15 )     (0.02 )     0.14  

Net realized and unrealized gain (loss)

    0.52       (1.25 )     (5.01 )     7.60       (0.11 )     0.43  

Net increase from payments by affiliates

                                  2 

Total from investment operations

    0.58       (1.22 )     (5.08 )     7.45       (0.13 )     0.57  

Less Distributions:

                                               

From net investment income

    (0.06 )     (0.06 )                 (0.03 )     (0.08 )

From net realized gain

                (0.82 )     (0.17 )     (0.02 )      

Total distributions

    (0.06 )     (0.06 )     (0.82 )     (0.17 )     (0.05 )     (0.08 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 13.40     $ 12.88     $ 14.16     $ 20.06     $ 12.78     $ 12.96  

Total return3

    4.54 %     (8.62 )%4     (26.36 )%     58.39 %     (1.01 )%     4.70 %5

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 1,101,465     $ 1,309,276     $ 1,717,091     $ 2,116,203     $ 315,868     $ 50,850  

Ratio of expenses to average net assets:

                                               

Before fees waived and expenses absorbed

    1.27 %     1.37 %6     1.34 %     1.28 %     1.45 %     1.80 %

After fees waived and expenses absorbed

    1.25 %     1.25 %6     1.25 %     1.25 %     1.25 %7     0.00 %

Ratio of net investment income (loss) to average net assets:

                                               

Before fees waived and expenses absorbed

    0.46 %     0.25 %6     (0.46 )%     (0.82 )%     (0.35 )%     (0.63 )%

After fees waived and expenses absorbed

    0.48 %     0.37 %6     (0.37 )%     (0.79 )%     (0.15 )%     1.17 %

Portfolio turnover rate

    62 %     18 %4     39 %     35 %     23 %     48 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

The Advisor reimbursed the Fund $327 for losses from a trade error. Payments had no impact to the total return.

 


158

 

 

 

6

Annualized.

7

Effective May 1, 2019, the Advisor has contractually agreed to limit the annual operating expenses to 1.25%. Prior to May 1, 2019, the Advisor had contractually agreed to limit the annual operating expenses to 1.40%, but also voluntarily waived all of its fees, and payed all of the operating expenses.

 


159

 

 

 

WCM Focused Global Growth Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 16.88     $ 18.93     $ 25.28     $ 17.39     $ 16.68     $ 14.96  

Income from Investment Operations:

                                               

Net investment income (loss)1

    (0.07 )     (0.04 )     (0.19 )     (0.15 )     (0.05 )     (0.08 )

Net realized and unrealized gain (loss)

    4.48       (1.41 )     (3.52 )     8.87       1.08       2.21  

Total from investment operations

    4.41       (1.45 )     (3.71 )     8.72       1.03       2.13  

Less Distributions:

                                               

From net realized gain

          (0.60 )     (2.64 )     (0.83 )     (0.32 )     (0.41 )

Total distributions

          (0.60 )     (2.64 )     (0.83 )     (0.32 )     (0.41 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 21.29     $ 16.88     $ 18.93     $ 25.28     $ 17.39     $ 16.68  

Total return3

    26.13 %     (7.71 )%4     (17.30 )%     50.55 %     6.15 %     14.59 %

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 38,795     $ 12,943     $ 16,396     $ 21,378     $ 8,865     $ 4,541  

Ratio of expenses to average net assets:

                                               

Before fees waived and expenses absorbed

    1.39 %5     1.44 %6     1.40 %     1.44 %     1.50 %     1.73 %

After fees waived and expenses absorbed

    1.30 %5     1.30 %6     1.30 %     1.30 %     1.28 %7     1.40 %

Ratio of net investment income (loss) to average net assets:

                                               

Before fees waived and expenses absorbed

    (0.48 )%     (0.51 )%6     (0.88 )%     (0.80 )%     (0.52 )%     (0.83 )%

After fees waived and expenses absorbed

    (0.39 )%     (0.37 )%6     (0.78 )%     (0.66 )%     (0.30 )%     (0.50 )%

Portfolio turnover rate

    32 %     36 %4     44 %     56 %     37 %     48 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax reclaim expense had been excluded, the expense ratios would of been lowered by 0.00% for the year ended December 31, 2023.

6

Annualized.

7

Effective May 1, 2019, the Advisor has contractually agreed to limit the annual operating expenses to 1.30%. Prior to May 1, 2019, the Advisor had contractually agreed to limit the annual operating expenses to 1.40%.

 


160

 

 

 

WCM Focused Global Growth Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 17.28     $ 19.33     $ 25.70     $ 17.63     $ 16.87     $ 15.06  

Income from Investment Operations:

                                               

Net investment income (loss)1

    (0.03 )     (0.01 )     (0.13 )     (0.09 )     (0.01 )     (0.04 )

Net realized and unrealized gain (loss)

    4.60       (1.44 )     (3.60 )     8.99       1.09       2.25  

Total from investment operations

    4.57       (1.45 )     (3.73 )     8.90       1.08       2.21  

Less Distributions:

                                               

From net realized gain

          (0.60 )     (2.64 )     (0.83 )     (0.32 )     (0.41 )

Total distributions

          (0.60 )     (2.64 )     (0.83 )     (0.32 )     (0.41 )

Redemption fee proceeds1

                                  0.01  

Net asset value, end of period

  $ 21.85     $ 17.28     $ 19.33     $ 25.70     $ 17.63     $ 16.87  

Total return2

    26.45 %     (7.55 )%3     (17.09 )%     50.89 %     6.38 %     15.09 %

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 387,992     $ 277,438     $ 438,016     $ 468,073     $ 245,101     $ 93,974  

Ratio of expenses to average net assets:

                                               

Before fees waived and expenses absorbed

    1.14 %4     1.19 %5     1.15 %     1.19 %     1.27 %     1.48 %

After fees waived and expenses absorbed

    1.05 %4     1.05 %5     1.05 %     1.05 %     1.05 %6     1.15 %

Ratio of net investment income (loss) to average net assets:

                                               

Before fees waived and expenses absorbed

    (0.23 )%     (0.26 )%5     (0.63 )%     (0.55 )%     (0.29 )%     (0.58 )%

After fees waived and expenses absorbed

    (0.14 )%     (0.12 )%5     (0.53 )%     (0.41 )%     (0.07 )%     (0.25 )%

Portfolio turnover rate

    32 %     36 %3     44 %     56 %     37 %     48 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

If tax reclaim expense had been excluded, the expense ratios would of been lowered by 0.00% for the year ended December 31, 2023.

5

Annualized.

6

Effective May 1, 2019, the Advisor has contractually agreed to limit the annual operating expenses to 1.05%. Prior to May 1, 2019, the Advisor had contractually agreed to limit the annual operating expenses to 1.15%.

 


161

 

 

 

WCM International Small Cap Growth Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 16.49     $ 20.22     $ 28.63     $ 16.80     $ 15.57     $ 14.79  

Income from Investment Operations:

                                               

Net investment income (loss)1

    0.05       (0.02 )     (0.18 )     (0.19 )     (0.10 )     (0.09 )

Net realized and unrealized gain (loss)

    3.62       (3.71 )     (5.30 )     12.76       1.33       1.37  

Net increase from payments by affiliates

                      2             

Total from investment operations

    3.67       (3.73 )     (5.48 )     12.57       1.23       1.28  

Less Distributions:

                                               

From net realized gain

                (2.93 )     (0.74 )           (0.50 )

Total distributions

                (2.93 )     (0.74 )           (0.50 )

Redemption fee proceeds1

                                  2 

Net asset value, end of period

  $ 20.16     $ 16.49     $ 20.22     $ 28.63     $ 16.80     $ 15.57  

Total return3

    22.26 %     (18.45 )%4     (22.04 )%     75.46 %5     7.90 %     9.29 %

Ratios and Supplemental Data:

                                               

Net assets, end of period (in thousands)

  $ 311,472     $ 293,250     $ 533,268     $ 768,496     $ 86,504     $ 11,922  

Ratio of expenses to average net assets:

                                               

Before fees waived and expenses absorbed

    1.33 %6     1.48 %7     1.34 %     1.34 %     1.79 %     4.34 %

After fees waived and expenses absorbed

    1.25 %6     1.25 %7     1.25 %     1.25 %     1.25 %8     1.40 %

Ratio of net investment income (loss) to average net assets:

                                               

Before fees waived and expenses absorbed

    0.18 %     (0.44 )%7     (0.73 )%     (0.84 )%     (1.17 )%     (3.55 )%

After fees waived and expenses absorbed

    0.26 %     (0.21 )%7     (0.64 )%     (0.75 )%     (0.63 )%     (0.61 )%

Portfolio turnover rate

    81 %     56 %4     87 %     82 %     67 %     81 %

 

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

The Advisor reimbursed the Fund $2,951 for losses from a trade error. Payment had no impact to the total return.

6

If tax reclaim expense had been excluded, the expense ratios would of been lowered by 0.00% for the year ended December 31, 2023.

7

Annualized.

8

Effective May 1, 2019, the Advisor has contractually agreed to limit the annual operating expenses to 1.25%. Prior to May 1, 2019, the Advisor had contractually agreed to limit the annual operating expenses to 1.40%.

 


162

 

 

 

WCM Small Cap Growth Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
October 30,
2019*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 10.55     $ 11.00     $ 15.71     $ 9.27     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    (0.07 )     (0.06 )     (0.16 )     (0.16 )     (0.05 )

Net realized and unrealized gain (loss)

    1.72       (0.37 )     (3.28 )     6.75       (0.68 )

Total from investment operations

    1.65       (0.43 )     (3.44 )     6.59       (0.73 )

Less Distributions:

                                       

From net realized gain

          (0.02 )     (1.27 )     (0.15 )      

Total distributions

          (0.02 )     (1.27 )     (0.15 )      

Net asset value, end of period

  $ 12.20     $ 10.55     $ 11.00     $ 15.71     $ 9.27  

Total return2

    15.64 %     (3.92 )%3     (23.65 )%     71.37 %     (7.30 )%3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 107     $ 94     $ 79     $ 78     $ 31  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    2.11 %     2.19 %4     1.85 %     2.33 %     10.10 %4

After fees waived and expenses absorbed

    1.24 %     1.30 %4,5     1.50 %     1.50 %     1.50 %4

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (1.52 )%     (1.74 )%4     (1.48 )%     (2.08 )%     (9.69 )%4

After fees waived and expenses absorbed

    (0.65 )%     (0.85 )%4     (1.13 )%     (1.25 )%     (1.09 )%4

Portfolio turnover rate

    48 %     45 %3     57 %     51 %     51 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

5

Effective July 1, 2022, the Advisor has contractually agreed to limit the annual fund operating expenses to 1.24%. Prior to July 1, 2022, the annual fund operating expense limitation was 1.50%.

 


163

 

 

 

WCM Small Cap Growth Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
October 30,
2019*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 10.64     $ 11.07     $ 15.77     $ 9.28     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    (0.05 )     (0.04 )     (0.12 )     (0.14 )     (0.04 )

Net realized and unrealized gain (loss)

    1.74       (0.37 )     (3.31 )     6.78       (0.68 )

Total from investment operations

    1.69       (0.41 )     (3.43 )     6.64       (0.72 )

Less Distributions:

                                       

From net realized gain

          (0.02 )     (1.27 )     (0.15 )      

Total distributions

          (0.02 )     (1.27 )     (0.15 )      

Net asset value, end of period

  $ 12.33     $ 10.64     $ 11.07     $ 15.77     $ 9.28  

Total return2

    15.88 %     (3.72 )%3     (23.49 )%     71.84 %     (7.20 )%3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 40,420     $ 32,916     $ 40,438     $ 58,164     $ 4,993  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    1.86 %     1.94 %4     1.60 %     2.08 %     9.85 %4

After fees waived and expenses absorbed

    0.99 %     1.05 %4,5     1.25 %     1.25 %     1.25 %4

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (1.27 )%     (1.49 )%4     (1.23 )%     (1.83 )%     (9.43 )%4

After fees waived and expenses absorbed

    (0.40 )%     (0.60 )%4     (0.88 )%     (1.00 )%     (0.83 )%4

Portfolio turnover rate

    48 %     45 %3     57 %     51 %     51 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

5

Effective July 1, 2022, the Advisor has contractually agreed to limit the annual fund operating expenses to 0.99%. Prior to July 1, 2022, the annual fund operating expense limitation was 1.25%.

 


164

 

 

 

WCM SMID Quality Value Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
October 30,
2019*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 9.84     $ 10.30     $ 12.11     $ 7.71     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    (0.04 )     (0.04 )     (0.08 )     (0.07 )     (0.02 )

Net realized and unrealized gain (loss)

    2.38       (0.24 )     (0.97 )     4.47       (2.27 )

Total from investment operations

    2.34       (0.28 )     (1.05 )     4.40       (2.29 )

Less Distributions:

                                       

From net realized gain

    (0.10 )     (0.18 )     (0.76 )            

Total distributions

    (0.10 )     (0.18 )     (0.76 )            

Net asset value, end of period

  $ 12.08     $ 9.84     $ 10.30     $ 12.11     $ 7.71  

Total return2

    23.83 %     (2.71 )%3     (9.29 )%     57.07 %     (22.90 )%3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 241     $ 196     $ 169     $ 161     $ 27  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    1.52 %     1.64 %4     1.77 %     1.97 %     15.49 %4

After fees waived and expenses absorbed

    1.10 %     1.23 %4,5     1.25 %     1.25 %6     1.50 %4

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (0.79 )%     (0.98 )%4     (1.26 )%     (1.43 )%     (14.51 )%4

After fees waived and expenses absorbed

    (0.37 )%     (0.57 )%4     (0.74 )%     (0.71 )%     (0.52 )%4

Portfolio turnover rate

    22 %     53 %3     32 %     32 %     5 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

5

Effective November 30, 2022, the Advisor has contractually agreed to limit the annual fund operating expenses to 1.10%. Prior to November 30, 2022, the annual fund operating expense limitation was 1.25%.

6

Effective July 1, 2020, the Advisor has contractually agreed to limit the annual fund operating expenses to 1.25%. Prior to July 1, 2020, the annual fund operating expense limitation was 1.50%.

 


165

 

 

 

WCM SMID Quality Value Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
October 30,
2019*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 9.94     $ 10.38     $ 12.17     $ 7.73     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    (0.01 )     (0.02 )     (0.06 )     (0.05 )     (0.01 )

Net realized and unrealized gain (loss)

    2.40       (0.24 )     (0.97 )     4.49       (2.26 )

Total from investment operations

    2.39       (0.26 )     (1.03 )     4.44       (2.27 )

Less Distributions:

                                       

From net realized gain

    (0.10 )     (0.18 )     (0.76 )            

Total distributions

    (0.10 )     (0.18 )     (0.76 )            

Net asset value, end of period

  $ 12.23     $ 9.94     $ 10.38     $ 12.17     $ 7.73  

Total return2

    24.09 %     (2.50 )%3     (9.08 )%     57.44 %     (22.70 )%3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 142,842     $ 117,974     $ 99,042     $ 99,267     $ 4,716  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    1.27 %     1.39 %4     1.52 %     1.72 %     15.24 %4

After fees waived and expenses absorbed

    0.85 %     0.98 %4,5     1.00 %     1.00 %6     1.25 %4

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (0.54 )%     (0.73 )%4     (1.01 )%     (1.18 )%     (14.26 )%4

After fees waived and expenses absorbed

    (0.12 )%     (0.32 )%4     (0.49 )%     (0.46 )%     (0.27 )%4

Portfolio turnover rate

    22 %     53 %3     32 %     32 %     5 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

5

Effective November 30, 2022, the Advisor has contractually agreed to limit the annual fund operating expenses to 0.85%. Prior to November 30, 2022, the annual fund operating expense limitation was 1.00%.

6

Effective July 1, 2020, the Advisor has contractually agreed to limit the annual fund operating expenses to 1.00%. Prior to July 1, 2020, the annual fund operating expense limitation was 1.25%.

 

 


166

 

 

 

WCM China Quality Growth Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 11.22     $ 11.19     $ 18.05     $ 10.65     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.05       0.02       (0.11 )     (0.17 )     (0.01 )

Net realized and unrealized gain (loss)

    (2.13 )     0.03       (5.44 )     7.95       0.66  

Net increase from payments by affiliates

                      2       

Total from investment operations

    (2.08 )     0.05       (5.55 )     7.78       0.65  

Less Distributions:

                                       

From net investment income

    (0.07 )     (0.02 )                  

From net realized gain

                (1.31 )     (0.38 )      

Total distributions

    (0.07 )     (0.02 )     (1.31 )     (0.38 )      

Net asset value, end of period

  $ 9.07     $ 11.22     $ 11.19     $ 18.05     $ 10.65  

Total return3

    (18.49 )%     0.42 %4     (32.83 )%     73.73 %5     6.50 %4

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 131     $ 157     $ 138     $ 177     $ 11  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    5.46 %6     4.52 %7     3.92 %     6.21 %     18.03 %7

After fees waived and expenses absorbed

    1.50 %6     1.50 %7     1.50 %     1.50 %     1.50 %7

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (3.46 )%     (2.70 )%7     (3.09 )%     (5.72 )%     (17.69 )%7

After fees waived and expenses absorbed

    0.50 %     0.32 %7     (0.67 )%     (1.01 )%     (1.16 )%7

Portfolio turnover rate

    57 %     26 %4     56 %     57 %     %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

The Advisor reimbursed the Fund $1,692 for losses from a trade error. This reimbursement had a positive 0.10% impact on the total return.

6

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

7

Annualized.

 


167

 

 

 

WCM China Quality Growth Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 11.28     $ 11.25     $ 18.10     $ 10.65     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.08       0.04       (0.07 )     (0.12 )     (0.01 )

Net realized and unrealized gain (loss)

    (2.14 )     0.02       (5.47 )     7.95       0.66  

Net increase from payments by affiliates

                      2       

Total from investment operations

    (2.06 )     0.06       (5.54 )     7.83       0.65  

Less Distributions:

                                       

From net investment income

    (0.10 )     (0.03 )                  

From net realized gain

                (1.31 )     (0.38 )      

Total distributions

    (0.10 )     (0.03 )     (1.31 )     (0.38 )      

Net asset value, end of period

  $ 9.12     $ 11.28     $ 11.25     $ 18.10     $ 10.65  

Total return3

    (18.26 )%     0.57 %4     (32.68 )%     74.20 %5     6.50 %4

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 4,451     $ 6,849     $ 10,629     $ 13,605     $ 2,391  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    5.21 %6     4.27 %7     3.67 %     5.96 %     17.78 %7

After fees waived and expenses absorbed

    1.25 %6     1.25 %7     1.25 %     1.25 %     1.25 %7

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (3.21 )%     (2.45 )%7     (2.84 )%     (5.47 )%     (17.42 )%7

After fees waived and expenses absorbed

    0.75 %     0.57 %7     (0.42 )%     (0.76 )%     (0.89 )%7

Portfolio turnover rate

    57 %     26 %4     56 %     57 %     %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

The Advisor reimbursed the Fund $1,692 for losses from a trade error. This reimbursement had a positive 0.10% impact on the total return.

6

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

7

Annualized.

 

 

 


168

 

 

 

WCM Developing World Equity Fund
Investor Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 12.12     $ 12.83     $ 15.11     $ 10.99     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.12       0.07       0.02       (0.03 )     0.03  

Net realized and unrealized gain (loss)

    0.67       (0.64 )     (1.83 )     4.59       0.96  

Total from investment operations

    0.79       (0.57 )     (1.81 )     4.56       0.99  

Less Distributions:

                                       

From net investment income

    (0.12 )     (0.14 )           (0.03 )      

From net realized gain

                (0.47 )     (0.41 )      

Total distributions

    (0.12 )     (0.14 )     (0.47 )     (0.44 )      

Net asset value, end of period

  $ 12.79     $ 12.12     $ 12.83     $ 15.11     $ 10.99  

Total return2

    6.59 %     (4.42 )%3     (12.24 )%     41.48 %     10.00 %3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 169     $ 321     $ 35     $ 24     $ 11  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    15.66 %4     14.00 %5     13.25 %     32.13 %     71.14 %5

After fees waived and expenses absorbed

    1.44 %4,6     1.50 %5     1.50 %     1.50 %     1.50 %5

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (13.24 )%     (11.57 )%5     (11.60 )%     (30.87 )%     (66.39 )%5

After fees waived and expenses absorbed

    0.98 %     0.93 %5     0.15 %     (0.24 )%     3.25 %5

Portfolio turnover rate

    46 %     30 %3     67 %     41 %     6 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

5

Annualized.

6

Effective October 1, 2023, the Advisor has contractually agreed to limit the annual operating expenses to 1.20%. Prior to October 1, 2023, the Advisor had contractually agreed to limit the annual operating expenses to 1.50%.

 


169

 

 

 

WCM Developing World Equity Fund
Institutional Class

Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 12.18     $ 12.88     $ 15.15     $ 10.99     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.15       0.09       0.06             0.03  

Net realized and unrealized gain (loss)

    0.68       (0.63 )     (1.85 )     4.60       0.96  

Total from investment operations

    0.83       (0.54 )     (1.79 )     4.60       0.99  

Less Distributions:

                                       

From net investment income

    (0.19 )     (0.16 )     (0.01 )     (0.03 )      

From net realized gain

                (0.47 )     (0.41 )      

Total distributions

    (0.19 )     (0.16 )     (0.48 )     (0.44 )      

Net asset value, end of period

  $ 12.82     $ 12.18     $ 12.88     $ 15.15     $ 10.99  

Total return2

    6.86 %     (4.22 )%3     (12.06 )%     41.73 %     10.10 %3

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 1,901     $ 1,896     $ 2,767     $ 1,495     $ 571  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    15.41 %4     13.75 %5     13.00 %     31.88 %     70.89 %5

After fees waived and expenses absorbed

    1.19 %4,6     1.25 %5     1.25 %     1.25 %     1.25 %5

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    (12.99 )%     (11.32 )%5     (11.35 )%     (30.62 )%     (66.08 )%5

After fees waived and expenses absorbed

    1.23 %     1.18 %5     0.40 %     0.01 %     3.56 %5

Portfolio turnover rate

    46 %     30 %3     67 %     41 %     6 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

5

Annualized.

6

Effective October 1, 2023, the Advisor has contractually agreed to limit the annual operating expenses to 0.95%. Prior to October 1, 2023, the Advisor had contractually agreed to limit the annual operating expenses to 1.25%.

 

 


170

 

 

 

WCM International Equity Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 13.20     $ 13.62     $ 14.90     $ 10.92     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.12       (0.02 )     0.04       (0.02 )     0.01  

Net realized and unrealized gain (loss)

    1.65       (0.40 )     (0.90 )     4.22       0.91  

Total from investment operations

    1.77       (0.42 )     (0.86 )     4.20       0.92  

Less Distributions:

                                       

From net investment income

    (0.10 )     2      (0.01 )            

From net realized gain

    (0.33 )     2      (0.41 )     (0.22 )      

Total distributions

    (0.43 )           (0.42 )     (0.22 )      

Net asset value, end of period

  $ 14.54     $ 13.20     $ 13.62     $ 14.90     $ 10.92  

Total return3

    13.59 %     (3.07 )%4     (6.04 )%     38.49 %     9.30 %4

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

  $ 624     $ 323     $ 23     $ 17     $ 11  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    1.73 %     2.98 %5     7.92 %     29.79 %     69.30 %5

After fees waived and expenses absorbed

    1.28 %6     1.50 %5,7     1.50 %     1.50 %     1.50 %5

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    0.43 %     (1.69 )%5     (6.17 )%     (28.46 )%     (66.82 )%5

After fees waived and expenses absorbed

    0.88 %     (0.21 )%5     0.25 %     (0.17 )%     0.98 %5

Portfolio turnover rate

    39 %     20 %4     59 %     19 %     9 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

Annualized.

6

Effective October 1, 2023, the Advisor has contractually agreed to limit the annual operating expenses to 1.10%. Prior to October 1, 2023, the Advisor had contractually agreed to limit the annual operating expenses to 1.35%.

7

Effective December 31, 2022, the Advisor has contractually agreed to limit the annual operating expenses to 1.35%. Prior to December 31, 2022, the Advisor had contractually agreed to limit the annual operating expenses to 1.50%.

 

 


171

 

 

 

WCM International Equity Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

   

For the Year
Ended
December 31,

   

For the Period
May 1, 2022
through
December 31,

   

For the Year Ended April 30,

   

For the Period
March 31,
2020*
through
April 30,

 

 

 

2023

   

2022^

   

2022

   

2021

   

2020

 

Net asset value, beginning of period

  $ 13.26     $ 13.66     $ 14.92     $ 10.92     $ 10.00  

Income from Investment Operations:

                                       

Net investment income (loss)1

    0.16             0.07       0.01       0.01  

Net realized and unrealized gain (loss)

    1.65       (0.40 )     (0.89 )     4.23       0.91  

Total from investment operations

    1.81       (0.40 )     (0.82 )     4.24       0.92  

Less Distributions:

                                       

From net investment income

    (0.13 )     2      (0.03 )     (0.02 )      

From net realized gain

    (0.33 )     2      (0.41 )     (0.22 )      

Total distributions

    (0.46 )           (0.44 )     (0.24 )      

Net asset value, end of period

  $ 14.61     $ 13.26     $ 13.66     $ 14.92     $ 10.92  

Total return3

    13.83 %     (2.90 )%4     (5.74 )%     38.83 %     9.30 %4

Ratios and Supplemental Data:

                                       

Net assets, end of period (in thousands)

    86,960     $ 59,425     $ 4,731     $ 2,751     $ 596  

Ratio of expenses to average net assets:

                                       

Before fees waived and expenses absorbed

    1.48 %     2.73 %5     7.67 %     29.54 %     69.05 %5

After fees waived and expenses absorbed

    1.03 %6     1.25 %5,7     1.25 %     1.25 %     1.25 %5

Ratio of net investment income (loss) to average net assets:

                                       

Before fees waived and expenses absorbed

    0.68 %     (1.44 )%5     (5.92 )%     (28.21 )%     (66.62 )%5

After fees waived and expenses absorbed

    1.13 %     0.04 %5     0.50 %     0.08 %     1.18 %5

Portfolio turnover rate

    39 %     20 %4     59 %     19 %     9 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

Annualized.

6

Effective October 1, 2023, the Advisor has contractually agreed to limit the annual operating expenses to 0.85%. Prior to October 1, 2023, the Advisor had contractually agreed to limit the annual operating expenses to 1.10%.

7

Effective December 31, 2022, the Advisor has contractually agreed to limit the annual operating expenses to 1.10%. Prior to December 31, 2022, the Advisor had contractually agreed to limit the annual operating expenses to 1.25%.

 

 


172

 

 

 

WCM Focused International Value Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
May 1, 2022
through
December 31,
2022^

   

For the Year
Ended
April 30,
2022

   

For the Period
June 29, 2020*
through
April 30,
2021

 

Net asset value, beginning of period

  $ 11.35     $ 12.04     $ 14.22     $ 10.00  

Income from Investment Operations:

                               

Net investment income (loss)1

    0.05       0.05       2      (0.03 )

Net realized and unrealized gain (loss)

    2.00       (0.70 )     (2.18 )     4.25  

Total from investment operations

    2.05       (0.65 )     (2.18 )     4.22  

Less Distributions:

                               

From net investment income

    (0.09 )     (0.04 )            

From net realized gain

                2       

Total distributions

    (0.09 )     (0.04 )     2       

Net asset value, end of period

  $ 13.31     $ 11.35     $ 12.04     $ 14.22  

Total return3

    18.08 %     (5.43 )%4     (15.31 )%     42.20 %4

Ratios and Supplemental Data:

                               

Net assets, end of period (in thousands)

  $ 28     $ 48     $ 78     $ 49  

Ratio of expenses to average net assets:

                               

Before fees waived and expenses absorbed

    3.61 %5     2.88 %6     4.36 %     18.35 %6

After fees waived and expenses absorbed

    1.51 %5     1.50 %6     1.50 %     1.50 %6

Ratio of net investment income (loss) to average net assets:

                               

Before fees waived and expenses absorbed

    (1.68 )%     (0.76 )%6     (2.86 )%     (17.16 )%6

After fees waived and expenses absorbed

    0.42 %     0.62 %6     0.00 %     (0.31 )%6

Portfolio turnover rate

    38 %     43 %4     23 %     12 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax expense had been excluded, the expense ratios would have been lowered by 0.01% for the year ended December 31, 2023.

6

Annualized.

 

 


173

 

 

 

WCM Focused International Value Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
May 1, 2022
through
December 31,
2022^

   

For the Year
Ended
April 30,
2022

   

For the Period
June 29, 2020*
through
April 30,
2021

 

Net asset value, beginning of period

  $ 11.38     $ 12.09     $ 14.24     $ 10.00  

Income from Investment Operations:

                               

Net investment income (loss)1

    0.08       0.07       0.04       (0.01 )

Net realized and unrealized gain (loss)

    2.01       (0.71 )     (2.19 )     4.25  

Total from investment operations

    2.09       (0.64 )     (2.15 )     4.24  

Less Distributions:

                               

From net investment income

    (0.13 )     (0.07 )     2       

From net realized gain

                2       

Total distributions

    (0.13 )     (0.07 )     2       

Net asset value, end of period

  $ 13.34     $ 11.38     $ 12.09     $ 14.24  

Total return3

    18.43 %     (5.28 )%4     (15.07 )%     42.40 %4

Ratios and Supplemental Data:

                               

Net assets, end of period (in thousands)

  $ 11,042     $ 16,030     $ 16,775     $ 3,194  

Ratio of expenses to average net assets:

                               

Before fees waived and expenses absorbed

    3.36 %5     2.63 %6     4.11 %     18.10 %6

After fees waived and expenses absorbed

    1.26 %5     1.25 %6     1.25 %     1.25 %6

Ratio of net investment income (loss) to average net assets:

                               

Before fees waived and expenses absorbed

    (1.43 )%     (0.51 )%6     (2.61 )%     (16.91 )%6

After fees waived and expenses absorbed

    0.67 %     0.87 %6     0.25 %     (0.06 )%6

Portfolio turnover rate

    38 %     43 %4     23 %     12 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax expense had been excluded, the expense ratios would have been lowered by 0.01% for the year ended December 31, 2023.

6

Annualized.

 

 


174

 

 

 

WCM Focused International Opportunities Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
May 1, 2022
through
December 31,
2022^

   

For the Year
Ended
April 30,
2022

   

For the Period
March 30, 2021*
through
April 30,
2021

 

Net asset value, beginning of period

  $ 7.62     $ 8.33     $ 10.85     $ 10.00  

Income from Investment Operations:

                               

Net investment income (loss)1

    (0.01 )     (0.02 )     (0.11 )     2 

Net realized and unrealized gain (loss)

    1.96       (0.69 )     (2.40 )     0.85  

Total from investment operations

    1.95       (0.71 )     (2.51 )     0.85  

Less Distributions:

                               

From net investment income

    (0.02 )                  

From net realized gain

                (0.01 )      

Total distributions

    (0.02 )           (0.01 )      

Net asset value, end of period

  $ 9.55     $ 7.62     $ 8.33     $ 10.85  

Total return3

    25.65 %     (8.52 )%4     (23.14 )%     8.50 %4

Ratios and Supplemental Data:

                               

Net assets, end of period (in thousands)

  $ 142     $ 87     $ 92     $ 11  

Ratio of expenses to average net assets:

                               

Before fees waived and expenses absorbed

    2.30 %     2.84 %5     5.20 %     60.78 %5

After fees waived and expenses absorbed

    1.50 %     1.50 %5     1.50 %     1.50 %5

Ratio of net investment income (loss) to average net assets:

                               

Before fees waived and expenses absorbed

    (0.89 )%     (1.72 )%5     (4.77 )%     (59.25 )%5

After fees waived and expenses absorbed

    (0.09 )%     (0.38 )%5     (1.07 )%     0.03 %5

Portfolio turnover rate

    87 %     74 %4     59 %     3 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

Annualized.

 


175

 

 

 

WCM Focused International Opportunities Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
May 1, 2022
through
December 31,
2022^

   

For the Year
Ended
April 30,
2022

   

For the Period
March 30, 2021*
through
April 30,
2021

 

Net asset value, beginning of period

  $ 7.66     $ 8.35     $ 10.86     $ 10.00  

Income from Investment Operations:

                               

Net investment income (loss)1

    0.01       (0.01 )     (0.09 )     2 

Net realized and unrealized gain (loss)

    1.96       (0.68 )     (2.41 )     0.86  

Total from investment operations

    1.97       (0.69 )     (2.50 )     0.86  

Less Distributions:

                               

From net investment income

    (0.04 )                  

From net realized gain

                (0.01 )      

Total distributions

    (0.04 )           (0.01 )      

Net asset value, end of period

  $ 9.59     $ 7.66     $ 8.35     $ 10.86  

Total return3

    25.80 %     (8.26 )%4     (23.02 )%     8.60 %4

Ratios and Supplemental Data:

                               

Net assets, end of period (in thousands)

  $ 36,829     $ 24,276     $ 21,038     $ 766  

Ratio of expenses to average net assets:

                               

Before fees waived and expenses absorbed

    2.05 %     2.59 %5     4.95 %     60.53 %5

After fees waived and expenses absorbed

    1.25 %     1.25 %5     1.25 %     1.25 %5

Ratio of net investment income (loss) to average net assets:

                               

Before fees waived and expenses absorbed

    (0.64 )%     (1.47 )%5     (4.52 )%     (59.00 )%5

After fees waived and expenses absorbed

    0.16 %     (0.13 )%5     (0.82 )%     0.28 %5

Portfolio turnover rate

    87 %     74 %4     59 %     3 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

Annualized.

 


176

 

 

 

WCM Mid Cap Quality Value Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
July 28, 2022*
through
December 31,
2022^

 

Net asset value, beginning of period

  $ 9.27     $ 10.00  

Income from Investment Operations:

               

Net investment income (loss)1

    (0.03 )     (0.01 )

Net realized and unrealized gain (loss)

    2.68       (0.72 )

Total from investment operations

    2.65       (0.73 )

Less Distributions:

               

From net investment income

    (0.01 )      

From net realized gain

    (0.18 )      

Total distributions

    (0.19 )      

Net asset value, end of period

  $ 11.73     $ 9.27  

Total return2

    28.72 %     (7.30 )%3

Ratios and Supplemental Data:

               

Net assets, end of period (in thousands)

  $ 12     $ 9  

Ratio of expenses to average net assets:

               

Before fees waived and expenses absorbed

    36.72 %4     56.33 %5

After fees waived and expenses absorbed

    1.25 %4     1.25 %5

Ratio of net investment income (loss) to average net assets:

               

Before fees waived and expenses absorbed

    (35.78 )%     (55.37 )%5

After fees waived and expenses absorbed

    (0.31 )%     (0.29 )%5

Portfolio turnover rate

    15 %     13 %3

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

5

Annualized.

 

 


177

 

 

 

WCM Mid Cap Quality Value Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
July 28, 2022*
through
December 31,
2022^

 

Net asset value, beginning of period

  $ 9.27     $ 10.00  

Income from Investment Operations:

               

Net investment income (loss)1

    (0.01 )     2 

Net realized and unrealized gain (loss)

    2.70       (0.72 )

Total from investment operations

    2.69       (0.72 )

Less Distributions:

               

From net investment income

    (0.04 )     (0.01 )

From net realized gain

    (0.18 )      

Total distributions

    (0.22 )     (0.01 )

Net asset value, end of period

  $ 11.74     $ 9.27  

Total return3

    29.13 %     (7.22 )%4

Ratios and Supplemental Data:

               

Net assets, end of period (in thousands)

  $ 895     $ 571  

Ratio of expenses to average net assets:

               

Before fees waived and expenses absorbed

    36.47 %5     56.08 %6

After fees waived and expenses absorbed

    1.00 %5     1.00 %6

Ratio of net investment income (loss) to average net assets:

               

Before fees waived and expenses absorbed

    (35.53 )%     (55.12 )%6

After fees waived and expenses absorbed

    (0.06 )%     (0.04 )%6

Portfolio turnover rate

    15 %     13 %4

 

*

Commencement of operations.

^

Fiscal year end changed to December 31, effective December 14, 2022.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2023.

6

Annualized.

 


178

 

 

 

WCM Focused Emerging Markets ex China Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
December 29,
2022*
through
December 31,
2022

 

Net asset value, beginning of period

  $ 9.91     $ 10.00  

Income from Investment Operations:

               

Net investment income (loss)1

    0.02        

Net realized and unrealized gain (loss)

    2.82       (0.09 )

Total from investment operations

    2.84       (0.09 )

Less Distributions:

               

From net investment income

    2       

Total distributions

           

Net asset value, end of period

  $ 12.75     $ 9.91  

Total return3

    28.70 %     (0.90 )%4

Ratios and Supplemental Data:

               

Net assets, end of period (in thousands)

  $ 13     $ 10  

Ratio of expenses to average net assets:

               

Before fees waived and expenses absorbed

    16.78 %     416.99 %5

After fees waived and expenses absorbed

    1.50 %     1.50 %5

Ratio of net investment income (loss) to average net assets:

               

Before fees waived and expenses absorbed

    (15.07 )%     (416.99 )%5

After fees waived and expenses absorbed

    0.21 %     (1.50 )%5

Portfolio turnover rate

    37 %     %4

 

*

Commencement of operations.

1

Calculated based on average shares outstanding for the period.

2

Amount represents less than $0.01 per share.

3

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

4

Not annualized.

5

Annualized.

 

 


179

 

 

 

WCM Focused Emerging Markets ex China Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Year
Ended
December 31,
2023

   

For the Period
December 29,
2022*
through
December 31,
2022

 

Net asset value, beginning of period

  $ 9.91     $ 10.00  

Income from Investment Operations:

               

Net investment income (loss)1

    0.05        

Net realized and unrealized gain (loss)

    2.82       (0.09 )

Total from investment operations

    2.87       (0.09 )

Less Distributions:

               

From net investment income

    (0.03 )      

Total distributions

    (0.03 )      

Net asset value, end of period

  $ 12.75     $ 9.91  

Total return2

    29.00 %     (0.90 )%3

Ratios and Supplemental Data:

               

Net assets, end of period (in thousands)

  $ 6,547     $ 485  

Ratio of expenses to average net assets:

               

Before fees waived and expenses absorbed

    16.53 %     416.74 %4

After fees waived and expenses absorbed

    1.25 %     1.25 %4

Ratio of net investment income (loss) to average net assets:

               

Before fees waived and expenses absorbed

    (14.82 )%     (416.74 )%4

After fees waived and expenses absorbed

    0.46 %     (1.25 )%4

Portfolio turnover rate

    37 %     %3

 

*

Commencement of operations.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

 

 


180

 

 

 

WCM Quality Dividend Growth Fund
Investor Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Period
July 28,
2023*
through
December 31,
2023

 

Net asset value, beginning of period

  $ 10.00  

Income from Investment Operations:

       

Net investment income (loss)1

    0.07  

Net realized and unrealized gain (loss)

    0.02  

Total from investment operations

    0.09  

Less Distributions:

       

From net investment income

    (0.06 )

Total distributions

    (0.06 )

Net asset value, end of period

  $ 10.03  

Total return2

    0.95 %3

Ratios and Supplemental Data:

       

Net assets, end of period (in thousands)

  $ 48  

Ratio of expenses to average net assets:

       

Before fees waived and expenses absorbed

    26.97 %4

After fees waived and expenses absorbed

    1.24 %4

Ratio of net investment income (loss) to average net assets:

       

Before fees waived and expenses absorbed

    (24.05 )%4

After fees waived and expenses absorbed

    1.68 %4

Portfolio turnover rate

    1 %3

 

*

Commencement of operations.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

 

 


181

 

 

 

WCM Quality Dividend Growth Fund
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.

 

 

 

For the Period
July 28,
2023*
through
December 31,
2023

 

Net asset value, beginning of period

  $ 10.00  

Income from Investment Operations:

       

Net investment income (loss)1

    0.08  

Net realized and unrealized gain (loss)

    0.02  

Total from investment operations

    0.10  

Less Distributions:

       

From net investment income

    (0.07 )

Total distributions

    (0.07 )

Net asset value, end of period

  $ 10.03  

Total return2

    1.02 %3

Ratios and Supplemental Data:

       

Net assets, end of period (in thousands)

  $ 6,351  

Ratio of expenses to average net assets:

       

Before fees waived and expenses absorbed

    26.72 %4

After fees waived and expenses absorbed

    0.99 %4

Ratio of net investment income (loss) to average net assets:

       

Before fees waived and expenses absorbed

    (23.80 )%4

After fees waived and expenses absorbed

    1.93 %4

Portfolio turnover rate

    1 %3

 

*

Commencement of operations.

1

Calculated based on average shares outstanding for the period.

2

Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

3

Not annualized.

4

Annualized.

 

 


182

 

 

 

APPENDIX A – CERTAIN INFORMATION RELATED TO PURCHASE OF SHARES THROUGH CERTAIN BROKERAGE PLATFORMS

 

 

UBS Financial Services, Inc. (“UBS-FS”)

 

Pursuant to an agreement with the Funds, Institutional Class Shares may be available on certain brokerage platforms at UBS-FS. For such platforms, UBS-FS may charge commissions on brokerage transactions in the Funds’ Institutional Class Shares. A shareholder should contact UBS-FS for information about the commissions charged by UBS-FS for such transactions. The minimum for the Institutional Class Shares is waived for transactions through such brokerage platforms at UBS-FS.

 

 


183

 

 

 

Investment Advisor
WCM Investment Management, LLC
281 Brooks Street
Laguna Beach, California 92651

 

Fund Co-Administrator
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, California 91740

 

Fund Co-Administrator, Transfer Agent and Fund Accountant
UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, Wisconsin 53212

 

Custodian
UMB Bank, n.a.
928 Grand Boulevard, 5th Floor
Kansas City, Missouri 64106

 

Distributor
Natixis Distribution, LLC
888 Boylston Street, Suite 800
Boston, Massachusetts 02199-8197

 

Counsel to the Trust
Morgan, Lewis & Bockius LLP
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626

 

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 S. 16th Street, Suite 2900
Philadelphia, Pennsylvania 19102-2529

 

 

 


184

 

 

 

WCM FUNDS
Each a series of Investment Managers Series Trust

 

FOR MORE INFORMATION

 

 

Statement of Additional Information (SAI)

 

The SAI provides additional details about the investments and techniques of the Funds and certain other additional information. The current SAI is on file with the SEC and is incorporated into this Prospectus by reference. This means that the SAI is legally considered a part of this Prospectus even though it is not physically within this Prospectus.

 

Shareholder Reports

 

Additional information about each Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In each Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its most recent fiscal year.

 

The Funds’ SAI is available and annual and semi-annual reports are available, free of charge, on the Funds’ website at www.wcminvestfunds.com. You can also obtain a free copy of the Funds’ SAI or annual and semi-annual reports, request other information, or inquire about a Fund by contacting a broker that sells shares of the Funds or by calling the Funds (toll-free) at 1-888-988-9801 or by writing to:

 

WCM Funds
P.O. Box 2175
Milwaukee, Wisconsin 53201

 

Reports and other information about the Fund are also available:

 

 

Free of charge on the SEC’s EDGAR Database on the SEC’s Internet site at http://www.sec.gov; or

 

 

For a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

 

(Investment Company Act file no. 811- 21719.)

 


185

 

 

Statement of Additional Information 

April 30, 2024

 

WCM Focused International Growth Fund

Investor Class Shares (Ticker Symbol: WCMRX)

Institutional Class Shares (Ticker Symbol: WCMIX)

WCM Developing World Equity Fund

Investor Class Shares (Ticker Symbol: WCMUX)

Institutional Class Shares (Ticker Symbol: WCMDX)

   

WCM Focused Emerging Markets Fund

Investor Class Shares (Ticker Symbol: WFEMX)

Institutional Class Shares (Ticker Symbol: WCMEX)

WCM International Equity Fund

Investor Class Shares (Ticker Symbol: WESGX)

Institutional Class Shares (Ticker Symbol: WCMMX)

   

WCM Focused Global Growth Fund

Investor Class Shares (Ticker Symbol: WFGGX)

Institutional Class Shares (Ticker Symbol: WCMGX)

WCM Focused International Value Fund

Investor Class Shares (Ticker Symbol: WLIVX)

Institutional Class Shares (Ticker Symbol: WCMVX)

   

WCM International Small Cap Growth Fund

Institutional Class Shares (Ticker Symbol: WCMSX)

WCM Focused International Opportunities Fund

Investor Class Shares (Ticker Symbol: WCFOX)

Institutional Class Shares (Ticker Symbol: WCMOX)

   

WCM Small Cap Growth Fund

Investor Class Shares (Ticker Symbol: WCMNX)

Institutional Class Shares (Ticker Symbol: WCMLX)

WCM Mid Cap Quality Value Fund

Investor Class Shares (Ticker Symbol: WMIDX)

Institutional Class Shares (Ticker Symbol: WCMAX)

   

WCM SMID Quality Value Fund

Investor Class Shares (Ticker Symbol: WCMJX)

Institutional Class Shares (Ticker Symbol: WCMFX)

WCM Focused Emerging Markets ex China Fund

Investor Class Shares (Ticker Symbol: WCFEX)

Institutional Class Shares (Ticker Symbol: WCMWX)

   

WCM China Quality Growth Fund

Investor Class Shares (Ticker Symbol: WCQGX)

Institutional Class Shares (Ticker Symbol: WCMCX)

WCM Quality Dividend Growth Fund

Investor Class Shares (Ticker Symbol: WQDGX)

Institutional Class Shares (Ticker Symbol: WCMYX)

 

Each a series of Investment Managers Series Trust

 

This Statement of Additional Information (“SAI”) is not a prospectus, and it should be read in conjunction with the Prospectus dated April 30, 2024, as may be amended from time to time, of the WCM Focused International Growth Fund, the WCM Focused Emerging Markets Fund, the WCM Focused Global Growth Fund, the WCM International Small Cap Growth Fund, the WCM Small Cap Growth Fund, the WCM SMID Quality Value Fund, the WCM China Quality Growth Fund, the WCM Developing World Equity Fund, the WCM International Equity Fund, the WCM Focused International Value Fund, the WCM Focused International Opportunities Fund, the WCM Mid Cap Quality Value Fund, the WCM Focused Emerging Markets ex China Fund, and the WCM Quality Dividend Growth Fund (each, a “Fund,” and together, the “Funds”). Each Fund is a series of Investment Managers Series Trust (the “Trust”). WCM Investment Management, LLC (the “Advisor”) is the investment advisor to the Funds. A copy of the Funds’ Prospectus may be obtained by contacting the Funds at the address or telephone number specified below. The Funds’ Annual Report to shareholders for the fiscal year ended December 31, 2023, is incorporated by reference herein. A copy of the Funds’ Annual Report can be obtained by contacting the Funds at the address or telephone number specified below.

B-1

 

WCM Funds

P.O. Box 2175

Milwaukee, Wisconsin 53201

1-888-988-9801

 

TABLE OF CONTENTS

 

THE TRUST AND THE FUNDS B-3
INVESTMENT STRATEGIES, POLICIES AND RISKS B-3
MANAGEMENT OF THE FUNDS B-27
PORTFOLIO TRANSACTIONS AND BROKERAGE B-53
PORTFOLIO TURNOVER B-56
PROXY VOTING POLICY B-57
ANTI-MONEY LAUNDERING PROGRAM B-57
PORTFOLIO HOLDINGS INFORMATION B-57
DETERMINATION OF NET ASSET VALUE B-59
PURCHASE AND REDEMPTION OF FUND SHARES B-60
FEDERAL INCOME TAX MATTERS B-61
DIVIDENDS AND DISTRIBUTIONS B-67
GENERAL INFORMATION B-68
FINANCIAL STATEMENTS B-70
APPENDIX A DESCRIPTION OF CREDIT RATINGS B-71
APPENDIX B PROXY VOTING POLICIES AND PROCEDURES B-77

B-2

 

THE TRUST AND THE FUNDS

 

The Trust is an open-end management investment company organized as a Delaware statutory trust under the laws of the State of Delaware on February 15, 2005. The Trust currently consists of several other series of shares of beneficial interest. This SAI relates only to the Funds and not to the other series of the Trust.

 

The Trust is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company. Such a registration does not involve supervision of the management or policies of the Funds. The Prospectus of the Funds and this SAI omit certain of the information contained in the Registration Statement filed with the SEC. Copies of such information may be obtained from the SEC upon payment of the prescribed fee.

 

Each of the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, WCM International Small Cap Growth Fund, WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund, is classified as a diversified fund, which means it is subject to the diversification requirements under the Investment Company Act of 1940, as amended (the “1940 Act”). Each of the WCM China Quality Growth Fund and the WCM Developing World Equity Fund is classified as a non-diversified fund, which means it is not subject to the diversification requirements under the 1940 Act. Under the 1940 Act, a diversified fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of one issuer (and in not more than 10% of the outstanding voting securities of an issuer), excluding cash, Government securities, and securities of other investment companies. A Fund’s classification as a diversified fund may only be changed with the approval of the Fund’s shareholders. Although each of the WCM China Quality Growth Fund and the WCM Developing World Equity Fund is not required to comply with the diversification requirements under the 1940 Act, each Fund intends to diversify its assets to the extent necessary to qualify for tax treatment as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

 

The WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund currently offer two classes of shares: the Investor Class and the Institutional Class. The WCM International Small Cap Growth Fund currently offers one class of shares: the Institutional Class. Other classes may be established from time to time in accordance with the provisions of the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”). Each class of shares of each Fund generally is identical in all respects except that each class of shares is subject to its own distribution expenses and minimum investments. Each class of shares also has exclusive voting rights with respect to its distribution fees.

 

INVESTMENT STRATEGIES, POLICIES AND RISKS

 

The discussion below supplements information contained in the Funds’ Prospectus pertaining to the investment policies of each Fund.

 

The Funds invest in a variety of securities and other instruments and employ a number of investment techniques that involve certain risks. The Prospectus highlights the Funds’ principal investment strategies, investment techniques and risks. This SAI contains additional information regarding both the principal and non-principal investment strategies of the Funds. The following table sets forth additional information concerning permissible investments and techniques for each of the Funds. Following the table is further information describing the investments and techniques listed in the table; references to “Funds” or “Fund” in that information refer to the applicable Funds indicated in the table.

B-3

 

Securities and Investment Techniques WCM Focused International Growth Fund WCM Focused Emerging Markets Fund WCM Focused Global Growth Fund WCM International Small Cap Growth Fund WCM Small Cap Growth Fund WCM SMID Quality Value Fund WCM China Quality Growth Fund WCM Developing World Equity Fund WCM International Equity Fund WCM Focused International Value Fund WCM Focused International Opportunities Fund WCM Mid Cap Quality Value Fund

WCM Focused 

Emerging Markets 

ex China Fund 

WCM Quality Dividend Growth Fund
     
Borrowing X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Equity Securities X X X X X X X X X X X X X X
Common Stock X X X X X X X X X X X X X X
Convertible Securities X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Initial Public Offerings X* X X X X* X* X* X* X* X* X X* X X*
Participation Certificates X* X* X* X* X* X* X X* X* X* X X* X*  
Preferred Stock X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Private Equity Investments X* X* X*                   X*  
Real Estate Investment Trusts X* X* X* X* X X X* X* X* X* X X X* X*
Small- and Mid-Cap Stocks   X X X X X X X X X X X X X
Special Purpose Acquisition Companies       X*                    
Warrants and Rights X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
ESG Criteria Risk               X X          
                             
Investment Company Securities X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Closed-End Funds X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Exchange-Traded Funds X* X* X* X* X* X* X* X* X* X* X* X* X X*
                             
Debt Securities X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Government Obligations X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Foreign Investments X X X X X* X* X X X X X X* X X
Depositary Receipts X X  X X X* X* X X X X X X* X X*
Emerging Markets X X X X     X X X X X   X X*
Investments in China   X   X     X X     X      
Foreign Currency Transactions X X X X X* X* X X X X X X* X X*
Frontier Markets X X X X     X* X X X X*   X  
Sovereign Debt Obligations X* X* X* X* X* X* X*     X* X* X* X*  
                             
Illiquid and Restricted Securities X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Lending Portfolio Securities X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Repurchase Agreements X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Short-Term Investments X* X* X* X* X* X* X* X* X* X* X* X* X* X*
Certificates of Deposit, Bankers’ Acceptances and Time Deposits X* X* X* X* X* X* X* X* X* X* X* X* X* X*
                             
Temporary Investments X* X* X* X* X* X* X* X* X* X* X* X* X* X*

B-4

 

Securities and Investment Techniques WCM Focused International Growth Fund WCM Focused Emerging Markets Fund WCM Focused Global Growth Fund WCM International Small Cap Growth Fund WCM Small Cap Growth Fund WCM SMID Quality Value Fund WCM China Quality Growth Fund WCM Developing World Equity Fund WCM International Equity Fund WCM Focused International Value Fund WCM Focused International Opportunities Fund WCM Mid Cap Quality Value Fund

WCM Focused

Emerging Markets

ex China Fund

WCM Quality Dividend Growth Fund
Cybersecurity Risk X X X X X X X X X X X X X X

 

*

Non-principal investment strategy for the Fund.

 

Market Conditions

 

Events in certain sectors historically have resulted, and may in the future result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to: bankruptcies, corporate restructuring, and other events related to the sub-prime mortgage crisis in 2008; governmental efforts to limit short selling, and high frequency trading; measures to address U.S. federal and state budget deficits; social, political, and economic instability in Europe; economic stimulus by the Japanese central bank; steep declines in oil prices; dramatic changes in currency exchange rates; China’s economic slowdown; Russia’s invasion of Ukraine; and more recently, higher inflation. Interconnected global economies and financial markets increase the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Such events may cause significant declines in the values and liquidity of many securities and other instruments. It is impossible to predict whether such conditions will recur. Because such situations may be widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of such events.

 

An outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and then was detected globally. This coronavirus has resulted in certain travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

 

Equity Securities

 

Common Stock

 

The Funds may invest in common stock. Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

 

The fundamental risk of investing in common stock is that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. While common stocks have historically provided greater long-term returns than preferred stocks, fixed-income and money market investments, common stocks have also experienced significantly more volatility than the returns from those other investments.

B-5

 

Small- and Mid-Cap Stocks

 

A Fund may invest in stock of companies with market capitalizations that are small compared to other publicly traded companies. Investments in larger companies present certain advantages in that such companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, and more stability and greater depth of management and personnel. Investments in smaller, less seasoned companies may present greater opportunities for growth but also may involve greater risks than customarily are associated with more established companies. The securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies. These companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. Their securities may be traded in the over-the-counter (“OTC”) market or on a regional exchange, or may otherwise have limited liquidity. As a result of owning large positions in this type of security, a Fund is subject to the additional risk of possibly having to sell portfolio securities at disadvantageous times and prices if redemptions require a Fund to liquidate its securities positions. In addition, it may be prudent for a Fund, as its asset size grows, to limit the number of relatively small positions it holds in securities having limited liquidity in order to minimize its exposure to such risks, to minimize transaction costs, and to maximize the benefits of research. As a consequence, as a Fund’s asset size increases, a Fund may reduce its exposure to illiquid small capitalization securities, which could adversely affect performance.

 

A Fund may also invest in stocks of companies with medium market capitalizations (i.e., mid-cap companies). Such investments share some of the risk characteristics of investments in stocks of companies with small market capitalizations described above, although mid-cap companies tend to have longer operating histories, broader product lines and greater financial resources and their stocks tend to be more liquid and less volatile than those of smaller capitalization issuers.

 

Preferred Stock

 

The Funds may invest in preferred stock. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and a share of the proceeds resulting from the issuer’s liquidation although preferred stock is usually subordinate to the debt securities of the issuer. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as the holders of the issuer’s common stock. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. In addition, a Fund may receive stocks or warrants as a result of an exchange or tender of fixed income securities. Preference stock, which is more common in emerging markets than in developed markets, is a special type of common stock that shares in the earnings of an issuer, has limited voting rights, may have a dividend preference, and may also have a liquidation preference. Depending on the features of the particular security, holders of preferred and preference stock may bear the risks regarding common stock or fixed income securities.

 

Warrants and Rights

 

The Funds may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle (but do not obligate) the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by the Advisor. Rights are similar to warrants but typically have a shorter duration and are issued by a company to existing stockholders to provide those holders the right to purchase additional shares of stock at a later date. Warrants and rights do not have voting rights, do not earn dividends, and do not entitle the holder to any rights with respect to the assets of the company that has issued them. They do not represent ownership of the underlying companies but only the right to purchase shares of those companies at a specified price on or before a specified exercise date. Warrants and rights tend to be more volatile than the underlying stock, and if at a warrant’s expiration date the stock is trading at a price below the price set in the warrant, the warrant will expire worthless. Conversely, if at the expiration date the stock is trading at a price higher than the price set in the warrant or right, a Fund can acquire the stock at a price below its market value. The prices of warrants and rights do not necessarily parallel the prices of the underlying securities. An investment in warrants or rights may be considered speculative.

B-6

 

Convertible Securities

 

The Funds may invest in convertible securities. A convertible security is a preferred stock, warrant or other security that may be converted or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive the dividend or interest until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities generally have characteristics similar to both fixed income and equity securities. Although to a lesser extent than with fixed income securities generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stocks and, therefore, also will react to variations in the general market for equity securities. A significant feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and so they may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.

 

Foreign Investments

 

The Funds may make foreign investments. Investments in the securities of foreign issuers and other non-U.S. investments may involve risks in addition to those normally associated with investments in the securities of U.S. issuers or other U.S. investments. All foreign investments are subject to risks of foreign political and economic instability, adverse movements in foreign exchange rates, and the imposition or tightening of exchange controls and limitations on the repatriation of foreign capital. Other risks stem from potential changes in governmental attitude or policy toward private investment, which in turn raises the risk of nationalization, increased taxation or confiscation of foreign investors’ assets. Additionally, the imposition of sanctions, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments may adversely affect the values of a Fund’s foreign investments.

 

The financial problems in global economies over the past several years, including the European sovereign debt crisis, may continue to cause high volatility in global financial markets. In addition, global economies are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact a different country or region. The severity or duration of these conditions may also be affected if one or more countries leave the Euro currency or by other policy changes made by governments or quasi-governmental organizations.

 

Additional non-U.S. taxes and expenses may also adversely affect a Fund’s performance, including foreign withholding taxes on foreign securities’ dividends. Brokerage commissions and other transaction costs on foreign securities exchanges are generally higher than in the United States. Foreign companies may be subject to different accounting, auditing and financial reporting standards. To the extent foreign securities held by a Fund are not registered with the SEC or with any other U.S. regulator, the issuers thereof will not be subject to the reporting requirements of the SEC or any other U.S. regulator. Accordingly, less information may be available about foreign companies and other investments than is generally available on issuers of comparable securities and other investments in the United States. Foreign securities and other investments may also trade less frequently and with lower volume and may exhibit greater price volatility than U.S. securities and other investments.

 

Changes in foreign exchange rates will affect the value in U.S. dollars of any foreign currency-denominated securities and other investments held by the Funds. Exchange rates are influenced generally by the forces of supply and demand in the foreign currency markets and by numerous other political and economic events occurring outside the United States, many of which may be difficult, if not impossible, to predict.

 

Income from any foreign securities and other investments will be received and realized in foreign currencies, and the Funds are required to compute and distribute income in U.S. dollars. Accordingly, a decline in the value of a particular foreign currency against the U.S. dollar occurring after the Funds’ income has been earned and computed in U.S. dollars may require the Funds to liquidate portfolio securities or other investments to acquire sufficient U.S. dollars to make a distribution. Similarly, if the exchange rate declines between the time the Funds incur expenses in U.S. dollars and the time such expenses are paid, the Funds may be required to liquidate additional portfolio securities or other investments to purchase the U.S. dollars required to meet such expenses.

B-7

 

The Funds may purchase foreign bank obligations. In addition to the risks described above that are generally applicable to foreign investments, the investments that the Funds make in obligations of foreign banks, branches or subsidiaries may involve further risks, including differences between foreign banks and U.S. banks in applicable accounting, auditing and financial reporting standards, and the possible establishment of exchange controls or other foreign government laws or restrictions applicable to the payment of certificates of deposit or time deposits that may affect adversely the payment of principal and interest on the securities and other investments held by the Funds.

 

Emerging Markets

 

A Fund may invest in companies organized or doing substantial business in emerging market countries or developing countries as defined by the World Bank, International Financial Corporation, or the Morgan Stanley Capital International (MSCI) emerging market indices or other comparable indices. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in regulatory, accounting, auditing, and financial reporting and recordkeeping standards, which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; (xiv) certain considerations regarding the maintenance of the Fund’s securities with local brokers and securities depositories and (xv) the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds.

 

Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation, or by withholding taxes imposed by emerging market countries on interest or dividends paid on securities held by the Fund or gains from the disposition of such securities.

 

In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. The Public Company Accounting Oversight Board (“PCAOB”), which regulates auditors of U.S. public companies, for example, may be unable to inspect audit work and practices in certain countries. If the PCAOB is unable to oversee the operations of accounting firms in such countries, inaccurate or incomplete financial records of an issuer's operations may not be detected, which could negatively impact a Fund's investments in such company. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. It may also be difficult or impossible for the Fund to pursue legal remedies or to obtain and enforce judgments in local courts.

B-8

 

Many Chinese companies have created variable interest entities (“VIEs”) as a means to circumvent limits on foreign ownership of equity in Chinese companies. Investments in companies that use a VIE structure may pose additional risks because the investment is made through an intermediary entity that exerts control of the underlying operating business through contractual means rather than equity ownership and, as a result, may limit the rights of an investor. Although VIEs are a longstanding industry practice and well known to officials and regulators in China, VIE structures are not formally recognized under Chinese law. Investors face uncertainty about future actions by the government of China that could significantly affect an operating company’s financial performance and the enforceability of the VIE’s contractual arrangements. It is uncertain whether Chinese officials or regulators will withdraw their implicit acceptance of the VIE structure, or whether any new laws, rules, or regulations relating to VIE structures will be adopted or, if adopted, what impact they would have on the interests of foreign shareholders. Under extreme circumstances, China might prohibit the existence of VIEs, or sever their ability to transmit economic and governance rights to foreign individuals and entities; if so, the market value of the Funds’ associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent effects, which could result in substantial investment losses.

 

There may also be restrictions on imports from certain countries, such as Russia, and dealings with certain state-sponsored entities. For example, following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering transactions with the Central Bank of Russia and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood, and vodka. There may also be restrictions on investments in Chinese companies. For example, the President of the United States signed an Executive Order in June 2021 affirming and expanding the U.S. policy prohibiting U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. Government as “Chinese Military-Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or an inability to participate in an investment the Advisor otherwise believes is attractive, a Fund may incur losses. Any of these factors may adversely affect a Fund’s performance or the Fund’s ability to pursue its investment objective.

 

Frontier Markets

 

A Fund may invest in companies organized or doing substantial business in frontier market countries. Frontier market countries include a sub-set of those currently considered to be developing by the World Bank, the International Finance Corporation, the United Nations, or the countries’ authorities. These countries typically are located in the Asia-Pacific region, Eastern Europe, the Middle East, Central and South America, and Africa. The risks of investing in emerging/developing markets are heightened in frontier markets, which have even less developed economies and financial systems.

 

In addition, investing in frontier markets includes the risk of share blocking. Share blocking refers to a practice in certain foreign markets, in which voting rights related to an issuer’s securities are predicated on these securities being blocked from trading at the custodian or sub-custodian level, for a period of time around a shareholder meeting. These restrictions have the effect of prohibiting securities to potentially be voted (or having been voted), from trading within a specified number of days before, and in certain instances, after the shareholder meeting. Share blocking may prevent a Fund from buying or selling securities for a period of time, which can last from a day to several weeks. During the time that shares are blocked, trades in such securities will not settle.

 

Foreign Currency Transactions

 

The Funds may conduct foreign currency transactions on a spot, i.e., cash, basis at the prevailing rate in the foreign exchange market. The Funds may also conduct foreign currency transactions as a hedge to protect assets against adverse changes in foreign currency exchange rates or regulations. Foreign currency transactions involve certain costs and risks. The Funds incur foreign exchange expenses in converting assets from one currency to another. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. When a Fund uses foreign currency transactions as a hedge, it may also limit potential gain that could result from an increase in the value of such currency. The Funds may be affected either favorably or unfavorably by fluctuations in currency exchange rates, exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies.

B-9

 

There is no systematic reporting of last sale information for foreign currencies, and there is no regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information available is generally representative of very large transactions in the interbank market. The interbank market in foreign currencies is a global around-the-clock market. Since foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, the Funds may be disadvantaged by having to deal in an 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.

 

Depositary Receipts

 

The Funds may invest in depositary receipts. American Depositary Receipts (“ADRs”) are negotiable receipts issued by a U.S. bank or trust company that evidence ownership of securities in a foreign company which have been deposited with such bank or trust company’s office or agent in a foreign country. European Depositary Receipts (“EDRs”) are negotiable certificates held in the bank of one country representing a specific number of shares of a stock traded on an exchange of another country. Global Depositary Receipts (“GDRs”) are negotiable certificates held in the bank of one country representing a specific number of shares of a stock traded on an exchange of another country. Canadian Depositary Receipts (“CDRs”) are negotiable receipts issued by a Canadian bank or trust company that evidence ownership of securities in a foreign company which have been deposited with such bank or trust company’s office or agent in a foreign country.

 

Investing in ADRs, EDRs, GDRs, and CDRs presents risks that may not be equal to the risk inherent in holding the equivalent shares of the same companies that are traded in the local markets even though a Fund will purchase, sell and be paid dividends on ADRs in U.S. dollars. These risks include fluctuations in currency exchange rates, which are affected by international balances of payments and other economic and financial conditions; government intervention; speculation; and other factors. With respect to certain foreign countries, there is the possibility of expropriation or nationalization of assets, confiscatory taxation, political and social upheaval, and economic instability. The Funds may be required to pay foreign withholding or other taxes on certain ADRs, EDRs, GDRs, or CDRs that it owns, but investors may or may not be able to deduct their pro-rata share of such taxes in computing their taxable income, or take such shares as a credit against their U.S. federal income tax. See “Federal Income Tax Matters.” ADRs, EDRs, GDRs, and CDRs may be sponsored by the foreign issuer or may be unsponsored. Unsponsored ADRs, EDRs, GDRs, and CDRs are organized independently and without the cooperation of the foreign issuer of the underlying securities. Unsponsored ADRs, EDRs, GDRs, and CDRs are offered by companies which are not prepared to meet either the reporting or accounting standards of the United States. While readily exchangeable with stock in local markets, unsponsored ADRs, EDRs, GDRs, and CDRs may be less liquid than sponsored ADRs, EDRs, GDRs, and CDRs. Additionally, there generally is less publicly available information with respect to unsponsored ADRs, EDRs, GDRs, and CDRs.

 

Sovereign Debt Obligations

 

The Funds may invest in sovereign debt obligations, which are securities issued or guaranteed by foreign governments, governmental agencies or instrumentalities and political subdivisions, including debt of developing countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. government securities, repayment of principal and payment of interest is not guaranteed by the U.S. government. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.

B-10

 

Investments in China

 

The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represent a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Disclosure and regulatory standards in China are less stringent than U.S. standards, and there is substantially less publicly available information about Chinese issuers than there is about U.S. issuers. Under China’s political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which a Fund invests. Moreover, the imposition of restrictions on repatriation of capital invested may have an adverse effect on a Fund’s performance and the Fund’s ability to meet redemption requests. International trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to a Fund. China’s currency, which historically has been managed in a tight range relative to the U.S. dollar, may in the future be subject to greater uncertainty as Chinese authorities change the policies that determine the exchange rate mechanism. From time to time, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy. A Fund’s rights with respect to its investments in A-Shares, if any, will generally be governed by Chinese law. China operates under a civil law system in which court precedent is not binding, which means that there is no binding precedent to interpret existing statutes and thus there is uncertainty regarding the implementation of existing law. It may therefore be difficult or impossible for the Fund to enforce its rights as an investor under Chinese law. Ultimately, China’s ability to develop and sustain a credible legal, regulatory, monetary, and socioeconomic system could influence the course of outside investment.

 

The Funds may invest in equity securities of certain Chinese companies, referred to A-Shares, through the Shanghai-Hong Kong Stock Connect program or the Shenzhen-Hong Kong Stock Connect program (collectively, “Stock Connect”). Stock Connect is a securities trading and clearing linked program between either Shanghai Stock Exchange or Shenzhen Stock Exchange, and the Stock Exchange of Hong Kong Limited, Hong Kong Securities Clearing Company Limited, and China Securities Depository and Clearing Corporation Limited, with an aim to achieve mutual stock market access between China and Hong Kong. Stock Connect is subject to daily quota limitations, which may restrict a Fund’s ability to invest in A-Shares through Stock Connect and to enter into or exit trades on a timely basis. The Shanghai and Shenzhen markets may be open at a time when Stock Connect is not trading, with the result that prices of A-Shares may fluctuate at times when a Fund is unable to add to or exit its position. Only certain A-Shares are eligible to be accessed through Stock Connect. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through Stock Connect. Because Stock Connect is in its early stages, the actual effect on the market for trading A-Shares with the introduction of large numbers of foreign investors is currently unknown. Stock Connect is subject to regulations promulgated by regulatory authorities for the Shanghai Stock Exchange, the Stock Exchange of Hong Kong Limited and the Shenzhen Stock Exchange, and existing and additional regulations or restrictions, such as limitations on redemptions, suspension of trading and limitations on profits, may adversely impact Stock Connect and/or a Fund’s investments through Stock Connect. There is no guarantee that all three exchanges will continue to support Stock Connect in the future.

 

A Fund’s investments in securities, including A-Shares, issued by Chinese companies may cause the Fund to become subject to withholding and other taxes imposed by China tax authorities. China generally imposes withholding income tax at a rate of 10% on dividends, premiums, interest and capital gains originating in China and paid to a company that is not a resident of China for tax purposes and that has no permanent establishment in China. Currently, the capital gain from disposal of A-Shares by foreign investors via Stock Connect is temporarily exempt from withholding income tax, but the dividends derived from A-Shares by foreign investors is subject to a 10% withholding income tax. There is no indication of how long the temporary exemption will remain in effect and a Fund may be subject to such withholding income tax in the future. Uncertainties in China tax rules governing taxation of income and gains from investments in A-Shares via Stock Connect could result in unexpected tax liabilities for a Fund and therefore could affect the amount of income which may be derived, and the amount of capital returned, from the investments in A-Shares by the Fund.

B-11

 

A Fund’s investment may potentially be subject to a value added tax under the law of the People’s Republic of China (“PRC”) at a rate of 6% on capital gains derived from trading of A-Shares and interest income (if any). Existing guidance provides a value added tax exemption for overseas investors in respect of their gains derived from trading of PRC securities via Stock Connect. Because there is no indication of how long the temporary exemption will remain in effect, a Fund may be subject to such value added tax in the future.

 

In addition, urban maintenance and construction taxes (currently at rates ranging from 1% to 7%), educational surcharges (currently at a rate of 3%) and local educational surcharges (currently at a rate of 2%) (collectively, the “Surtaxes”) are imposed based on value added tax liabilities. Thus, if a Fund is liable for a value added tax, it would also be required to pay the applicable Surtaxes.

 

A Fund may also be subject to stamp duty under PRC law. Stamp duty is a tax that generally applies to the execution and receipt of taxable documents, which include contracts for the sale of China A-shares traded on stock exchanges in China. In the case of such contracts, stamp duty of 0.10% is currently imposed on sellers, but not on purchasers. A Fund would therefore be subject to PRC stamp duty upon the sale or transfer of China A-shares to another individual or institution.

 

In the event that the depository of the Shanghai Stock Exchange and the Shenzhen Stock Exchange defaulted, a Fund may not be able to recover fully its losses from the depository or may be delayed in receiving proceeds as part of any recovery process. In addition, because all trades on Stock Connect in respect of eligible A-Shares must be settled in Renminbi (RMB), the Chinese currency, funds investing through Stock Connect must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed.

 

Stock Connect is novel in nature and is subject to regulations promulgated by regulatory authorities and implementation rules made by the stock exchanges in China and Hong Kong. The regulations are relatively untested and there is no certainty as to how they will be applied. A-Shares purchased through Stock Connect are held in nominee name and not a Fund’s name as the beneficial owner. It is possible, therefore, that a Fund’s ability to exercise its rights as a shareholder and to pursue claims against the issuer of A-Shares may be limited because the nominee structure has not been tested in Chinese courts. In addition, a Fund may not be able to participate in corporate actions affecting A-Shares held through Stock Connect due to time constraints or for other operational reasons.

 

Trades on Stock Connect are subject to certain requirements prior to trading. If these requirements are not completed prior to the market opening, a Fund cannot sell the shares on that trading day. In addition, these requirements may limit the number of brokers that a Fund may use to execute trades. If an investor holds 5% or more of the total shares issued by an A-Share issuer, the investor must return any profits obtained from the purchase and sale of those shares if both transactions occur within a six-month period. If a Fund holds 5% or more of the total shares of an A-Share issuer through its Stock Connect investments, its profits may be subject to these limitations. Any of the factors discussed above could have a negative impact on a Fund’s performance.

 

Investments in Hong Kong

 

In 1997, the United Kingdom handed over control of Hong Kong to China. Since that time, Hong Kong has been governed by a quasi-constitution known as the Basic Law, while defense and foreign affairs are the responsibility of the central government in Beijing. The chief executive of Hong Kong is appointed by the Chinese government. However, Hong Kong is able to participate in international organizations and agreements and it continues to function as an international financial center, with no exchange controls, free convertibility of the Hong Kong dollar and free inward and outward movement of capital. The Basic Law also guarantees existing freedoms, including the freedom of speech, assembly, press, and religion, as well as the right to strike and travel. Business ownership, private property, the right of inheritance and foreign investment are also protected by law. By treaty, China has committed to preserve Hong Kong’s high degree of autonomy in certain matters until 2047. However, as demonstrated by Hong Kong protests in recent years over political, economic, and legal freedoms, and the Chinese government’s response to them, there continues to exist political uncertainty within Hong Kong. For example, in June 2020 China adopted a new security law that severely limits freedom of speech in Hong Kong and expands police powers to seize electronic devices and intercept communications of suspects. Hong Kong has experienced strong economic growth in recent years due, in part, to its close ties with China and a strong service sector, but the decline in growth rates in China could limit Hong Kong’s future growth. In addition, if China exerts its authority so as to alter the economic, political or legal structures, or further alters the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance. These and other factors could have a negative impact on a Fund’s performance.

B-12

 

Investments in Taiwan

 

For decades, a state of hostility has existed between Taiwan and China, which could result in a military conflict. As an export-oriented economy, Taiwan depends on a free-trade regime and remains vulnerable to downturns in the world economy. Taiwanese companies continue to compete mostly on price, producing generic products or branded merchandise on behalf of multinational companies. Accordingly, these businesses can be particularly vulnerable to currency volatility and increasing competition from neighboring lower-cost countries. Moreover, many Taiwanese companies are heavily invested in mainland China and other countries throughout Southeast Asia, making them susceptible to political events and economic crises in the region. Significantly, Taiwan and China have entered into agreements covering banking, securities, and insurance. Closer economic links with mainland China may bring greater opportunities for the Taiwanese economy, but such arrangements also pose new challenges. For example, foreign direct investment in China has resulted in Chinese import substitution away from Taiwan’s exports and a constriction of potential job creation in Taiwan. Likewise, the Taiwanese economy has experienced slow economic growth as demand for Taiwan’s exports has weakened due, in part, to declines in growth rates in China. Taiwan has sought to diversify its export markets and reduce its dependence on the Chinese market by increasing exports to the United States, Japan, Europe, and other Asian countries by, among other things, entering into free-trade agreements. The Taiwanese economy’s long-term challenges include a rapidly aging population, low birth rate, and the lingering effects of Taiwan’s diplomatic isolation. These and other factors could have a negative impact on a Fund’s performance.

 

Investments in India

 

The value of the Fund’s investments in Indian securities may be affected by, among other things, political developments, rapid changes in government regulation, state intervention in private enterprise, nationalization or expropriation of foreign assets, legal uncertainty, high rates of inflation or interest rates, currency volatility, potential new, uncertain global economic conditions, possible additional increases in commodity prices, and civil unrest. Moreover, the Indian economy remains vulnerable to natural disasters, such as droughts and monsoons. Given the particular vulnerability of India to the effects of climate change, disruptions in international efforts to address climate-related issues may have a disproportionate impact on the Fund’s investments in the country. In addition, any escalation of tensions with Pakistan may have a negative impact on India’s economy and foreign investments in India. Likewise, political, social and economic disruptions caused by domestic sectarian violence or terrorist attacks may also present risks to the Fund’s investments in India.

 

The Indian economy is heavily dependent on exports and services provided to U.S. and European companies and is vulnerable to any weakening in global demand for these products and services. In recent years, rising wages have chipped away at India’s competitive advantage in certain service sectors. A large fiscal deficit and persistent inflation have contributed to modest economic growth in India in recent years. While the economic growth rate has risen more recently, the Indian economy continues to be susceptible to a slowdown in the manufacturing sector, and it is uncertain whether higher growth rates are sustainable without more fundamental governance reforms.

 

India’s market has less developed clearance and settlement procedures and there have been times when settlements have not kept pace with the volume of securities and have been significantly delayed. The Indian stock exchanges have, in the past, been subject to closure, broker defaults and broker strikes, and there can be no certainty that these will not recur. In addition, significant delays are common in registering transfers of securities and the Fund may be unable to sell securities until the registration process is completed and may experience delays in the receipt of dividends and other entitlements. Furthermore, restrictions or controls applicable to foreign investment in the securities of issuers in India may also adversely affect the Fund’s investments in the country. The availability of financial instruments with exposure to Indian financial markets may be substantially limited by restrictions on foreign investors and subject to regulatory authorizations. Foreign investors are required to observe certain investment restrictions, including limits on shareholdings, which may impede the Fund’s ability to invest in certain issuers. These restrictions may also have the effect of reducing demand for, or limiting the liquidity of, such investments. There can be no assurance that the Indian government will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign investors in such a way that may adversely affect the ability of the Fund to repatriate its income and capital.

B-13

 

Shares of many Indian issuers are held by a limited number of persons and entities, which may limit the number of shares available for investment. Sales of securities by such issuer’s major shareholders may also significantly and adversely affect other shareholders. Moreover, a limited number of issuers represent a disproportionately large percentage of market capitalization and trading value in India. As a result, major shareholders’ actions may cause significant fluctuations in the prices of securities. Additionally, insider trading may undermine both the market price accuracy of securities and investors’ confidence in the market. The illiquidity in the market may make it difficult for the Fund to dispose of securities at certain times.

 

Furthermore, securities laws or other areas of laws may not be fully developed in India and accounting and audit standards may not be as rigorous as those in the U.S. market. Additionally, information about issuers may be less transparent, all of which increases risk to foreign investors and makes it potentially difficult to obtain and enforce court orders. The legal system may also favor domestic investors over foreign investors.

 

The Indian government has sought to implement numerous reforms to the economy, including efforts to bolster the Indian manufacturing sector and entice foreign direct investment. Such reformation efforts, however, have proven difficult and there is no guarantee that such reforms will be implemented or that they will be fully implemented in a manner that benefits investors.

 

Europe—Recent Events

 

A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within or outside Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world.

 

The European Union (the “EU”) currently faces major issues involving its membership, structure, procedures and policies, including the successful political, economic and social integration of new member states, the EU’s resettlement and distribution of refugees, and resolution of the EU’s problematic fiscal and democratic accountability. In addition, one or more countries may abandon the Euro, the common currency of the EU, and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching.

 

United Kingdom Exit from the EU. On January 31, 2020, the United Kingdom (the “UK”) formally withdrew from the EU (commonly referred to as “Brexit”) and, after a transition period, left the EU single market and customs union under the terms of a new trade agreement, effective January 1, 2021. The agreement governs the relationship between the UK and EU with respect to trading goods and services, but certain aspects of the relationship remain unresolved and subject to further negotiation and agreement. The effects of Brexit are also being shaped by the trade agreements that the UK negotiates with other countries. Although the longer term political, regulatory, and economic consequences of Brexit are uncertain, Brexit has caused volatility in UK, EU, and global markets. The potential negative effects of Brexit on the UK and EU economies and the broader global economy could include, among others, business and trade disruptions, increased volatility and illiquidity, currency fluctuations, and potentially lower economic growth of markets in the UK, EU, and globally, which could negatively impact the value of a Fund’s investments. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations while the relationship between the UK and EU continues to be defined and the UK determines which EU laws to replace or replicate.

B-14

 

Russia’s Invasion of Ukraine. Russia has attempted to assert its influence in Eastern Europe in the recent past through economic and military measures, including military incursions into Georgia in 2008 and eastern Ukraine in 2014, heightening geopolitical risk in the region and tensions with the West. On February 24, 2022, Russia initiated a large-scale invasion of Ukraine resulting in the displacement of millions of Ukrainians from their homes, a substantial loss of life, and the widespread destruction of property and infrastructure throughout Ukraine. In response to Russia’s invasion of Ukraine, the governments of the United States, the European Union, the United Kingdom, and many other nations joined together to impose heavy economic sanctions on certain Russian individuals, including its political leaders, as well as Russian corporate and banking entities and other Russian industries and businesses. The sanctions restrict companies from doing business with Russia and Russian companies, prohibit transactions with the Russian central bank and other key Russian financial institutions and entities, ban Russian airlines and ships from using many other countries’ airspace and ports, respectively, and place a freeze on certain Russian assets. The sanctions also removed some Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT), the electronic network that connects banks globally to facilitate cross-border payments. In addition, the United States has banned oil and other energy imports from Russia, and the United Kingdom made a commitment to phase out oil imports from Russia by the end of 2022. The United States, the European Union, the United Kingdom, and their global allies may impose additional sanctions or other intergovernmental actions against Russia in the future, but Russia may respond in kind by imposing retaliatory economic sanctions or countermeasures. The extent and duration of the war in Ukraine and the longevity and severity of sanctions remain unknown, but they could have a significant adverse impact on the European economy as well as the price and availability of certain commodities, including oil and natural gas, throughout the world. Further, an escalation of the military conflict beyond Ukraine’s borders could result in significant, long-lasting damage to the economies of Eastern and Western Europe as well as the global economy.

 

General. Whether or not a Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Fund’s investments due to the interconnected nature of the global economy and capital markets. A Fund may also be susceptible to these events to the extent that the Fund invests in municipal obligations with credit support by non-U.S. financial institutions.

 

Real Estate Investment Trusts (“REITs”)

 

The Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of principal and interest payments. Similar to regulated investment companies such as the Funds, REITs are not taxed on income distributed to shareholders provided they comply with certain requirements of the Code. The Funds will indirectly bear its proportionate share of expenses incurred by REITs in which the Funds invests in addition to the expenses incurred directly by the Fund.

 

Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation.

B-15

 

Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have had more price volatility than larger capitalization stocks.

 

REITs may fail to qualify for the favorable federal income tax treatment generally available to them under the Code and may fail to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.

 

Private Equity Investments

 

The Funds may invest in private equity investments. Private equity investing seeks to generate capital appreciation through investments (directly or indirectly through private equity companies) in private companies in need of capital. Private equity investing seeks to profit from, among other things, inefficiencies through valuation and due diligence analysis of available business opportunities. Private equity companies include those whose principal business is to invest in, lend capital to or provide services to privately held companies, including buyout, venture capital, growth capital or distressed companies.

 

In addition to the risks associated with a Fund’s other investments, the Fund’s private equity investments are also subject to the underlying risks that affect the private equity companies, including, but not limited to, liquidity risk, valuation risk and credit risk. Additional special risks inherent in investing in private equity companies include that little public information exists for private and thinly traded companies, and there is a risk that the Advisor may not be able to make a fully informed investment decision. Private equity companies may also have relatively concentrated investment portfolios, consisting of a relatively small number of holdings and the returns realized by a Fund on these investments may be adversely impacted by the poor performance of a small number of investments, or even a single investment, held by the private equity company.

 

Special Purpose Acquisition Companies (“SPACs”)

 

SPACs are collective investment structures that pool funds in order to seek potential acquisition opportunities. The Funds may invest in stock, warrants, and other securities of SPACs or similar special purpose entities. Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market fund securities and cash. To the extent the SPAC is invested in cash or similar securities, this may impact a Fund’s ability to meet its investment objective. If an acquisition that meets the requirements for the SPAC is not completed within a pre-established period of time, the invested funds are returned to the entity’s shareholders, less certain permitted expenses, and any warrants issued by the SPAC will expire worthless. As SPACs and similar entities generally have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. Certain SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.

 

SPAC Management. Each SPAC’s management team will be responsible for identifying business combination opportunities and negotiating the terms of the transaction and, consequently, a Fund will be dependent upon the integrity, skill and judgment of the management team of each SPAC in which the Fund invests. Often a SPAC’s management team consists of financial industry professionals who may have little, if any, experience in managing companies in the business sectors in which the potential issuers to be acquired by the SPAC operate. It is not generally expected that the officers and directors of a SPAC will be required to commit their full business time and attention to the management of the SPAC, which could create a conflict of interest when allocating their time between the SPAC’s operations and their other commitments. If such other commitments require the SPAC’s management team to devote more substantial amounts of time to their other business and affairs, their ability to devote time to the SPAC’s management would be limited, possibly having a negative impact on the SPAC’s ability to consummate a transaction. In addition, the officers and directors of a SPAC in which a Fund invests may become involved with other SPACs in which the Fund does not invest which may engage in similar business opportunities. Consequently, the officers and directors could have conflicts of interest in determining to which SPAC a particular business opportunity should be presented. In such circumstances, there can be no assurance that a given business opportunity would be presented to the SPAC in which the Fund holds an investment. After a transaction, the management of a SPAC, while often retaining a seat on the board of directors of the post-combination entity, will often step down from day-to-day management of the post-combination entity, leaving investors dependent on the skill of the incumbent or new management of the issuer acquired by the SPAC.

B-16

 

SPAC Transaction Targets and the Consummation of Transactions. The typical SPAC transaction target is a private company. Due diligence on these companies may be difficult and they will often not have the same level of financial controls as public entities. To the extent that a SPAC completes a business combination with a financially unstable company or an entity in its development stage, the SPAC may be affected by numerous risks inherent in the business operations of that entity. If a SPAC completes a business combination with an entity in an industry characterized by a high level of risk, the SPAC may be affected by the risks of that industry. At times when general market conditions are not favorable for mergers and acquisitions activity or other capital formation, the percentage of SPACs that fail to find transactions and must dissolve is likely to increase. During such periods a Fund, if invested in SPAC securities, may experience less attractive risk adjusted returns.

 

SPACs are subject to significant “event risk;” that is, a SPAC’s success depends on its ability to identify and close a transaction within a relatively short period delimited in its charter. If a SPAC fails to close a transaction within that period it is typically required to liquidate and dissolve. As noted, upon such dissolution the holders of common stock receive a fixed distribution from a trust established to hold initial public offering (“IPO”) proceeds. Upon a SPAC’s dissolution, the warrants will expire worthless. Therefore, a Fund may expect from time to time to suffer complete losses of its investments in certain SPAC warrants.

 

If a SPAC consummates a transaction, there can be no assurance that an investment in the units, shares or warrants of the SPAC will ultimately prove to be more favorable to investors than a direct investment, if an opportunity were available, in the target business. This is especially the case with regards to SPAC warrants - warrant holders may sustain losses even in the event of a consummation if the value of the SPAC’s common stock after the transaction is less than the strike price of the warrants. In addition, because a SPAC may be able to call warrants for redemption after the warrants become exercisable if the sale price of the common stock equals or exceeds a specified price for a specified number of trading days, a Fund’s profit potential with respect to SPAC warrants may be limited by such call feature.

 

The operating companies that result from SPAC transactions face all of the risks that typically follow a major business transaction, including the risks relating to integration following the transaction and the risks inherent in trying to achieve a new business plan. Further, SPAC operating companies often are public companies for the first time following consummation of a transaction, and therefore may not be experienced in facing the challenges, expenses and risks of being a public company, including the increased regulatory and financial scrutiny and the need to comply with applicable governance and accounting requirements.

 

ESG Criteria Risk

 

The Advisor integrates research on environmental, social and governance (“ESG”) factors into a Fund’s overall investment process. ESG investments may be viewed as “sustainable,” “responsible,” or “socially conscious,” among other names and there are significant differences in the interpretation of what it means for an issuer to have positive ESG characteristics. ESG factors may include, but are not limited to, matters regarding board diversity, climate change policies, and supply chain and human rights policies. Incorporating ESG criteria and investing in instruments that have certain ESG characteristics, as determined by the Advisor, carries the risk that a Fund may perform differently, including underperforming, funds that do not utilize ESG criteria or an ESG investment strategy. Integration of ESG factors into a Fund’s investment process may result in the Advisor making different investments for the Fund than for a fund with a similar investment universe and/or investment style that does not incorporate such considerations in its investment strategy or processes. In addition, because the Advisor’s ESG screening process excludes securities of certain issuers, a Fund may forgo some market opportunities available to funds that do not use these criteria. The ESG characteristics utilized in a Fund’s investment process may change over time, and different ESG characteristics may be relevant to different investments. Successful integration of ESG factors will depend on the Advisor’s skill in researching and identifying these factors as well as the availability of relevant data. The method of evaluating ESG factors and subsequent impact on portfolio composition, performance, proxy voting decisions and other factors, is subject to the interpretation of the Advisor in accordance with a Fund’s investment objective and strategies.

B-17

 

Initial Public Offerings

 

The Funds may purchase securities of companies in IPOs. By definition, IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include limited numbers of shares available for trading, unseasoned trading, lack of investor knowledge of the companies, and limited operating history, all of which may contribute to price volatility. Many IPOs are issued by undercapitalized companies of small or micro-cap size. The effect of IPOs on a Fund's performance depends on a variety of factors, including the number of IPOs the Fund invests in relative to the size of the Fund and whether and to what extent a security purchased in an IPO appreciates or depreciates in value.

 

Participation Certificates

 

The Funds may invest in participation certificates. In a typical transaction, a Fund would buy a participation certificate from a bank or broker-dealer (“counterparty”) that would entitle the Fund to a return measured by the change in value of an identified underlying security. The purchase price of the participation certificate is based on the market price of the underlying security at the time of purchase converted into U.S. dollars, plus transaction costs. The counterparty may, but is not required to, purchase the shares of the underlying security to hedge its obligation. When the participation certificate expires or the Portfolio exercises the participation certificate and closes its position, a Fund receives a payment that is based upon the then-current value of the underlying security converted into U.S. dollars (less transaction costs). The price, performance and liquidity of the participation certificate are all linked directly to the underlying security. A Fund’s ability to redeem or exercise a participation certificate generally is dependent on the liquidity in the local trading market for the security underlying the participation certificate. Participation certificates are typically privately placed securities that have not been registered for sale under the Securities Act of 1933, as amended (the “1933 Act”). Pursuant to Rule 144A under the 1933 Act, participation certificates are eligible for purchase or sale to certain qualified institutional buyers. There are risks associated with participation certificates. When the Portfolio invests in a participation certificate, it bears the full counterparty risk with respect to the issuing counterparty. Counterparty risk is the risk that the issuing counterparty will not fulfill its contractual obligation to timely pay the Portfolio the amount owed under the participation certificate. A participation certificate is a general unsecured contractual obligation of the issuing counterparty. The Portfolio has no rights under a participation certificate against the issuer of the securities underlying the participation certificate and so is dependent on the creditworthiness of the counterparty. The Portfolio attempts to mitigate that risk by purchasing only from issuers with investment grade credit ratings. Participation certificates also may have a longer settlement period than the underlying shares and during that time the Portfolio’s assets could not be deployed elsewhere. The issuers of participation certificates may be deemed to be brokers, dealers or engaged in the business of underwriting as defined in the 1940 Act. As a result, a Fund’s investment in participation certificates issued by a particular institution may be limited by certain investment restrictions contained in the 1940 Act.

 

Debt Securities

 

A Fund may invest in debt securities. Debt securities are used by issuers to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and accrue interest at the applicable coupon rate over a specified time period. Some debt securities pay a periodic coupon that is not fixed; instead payments “float” relative to a reference rate, such as the Secured Overnight Financing Rate (“SOFR”). This “floating rate” debt may pay interest at levels above or below the previous interest payment. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall.

B-18

 

Lower rated debt securities, those rated Ba or below by Moody’s Investors Service, Inc. (“Moody’s”) and/or BB or below by Standard & Poor’s Ratings Group (“S&P”) or unrated but determined by the Advisor to be of comparable quality, are described by the rating agencies as speculative and involve greater risk of default or price changes than higher rated debt securities due to changes in the issuer’s creditworthiness or the fact that the issuer may already be in default. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to sell or to determine the value of lower rated debt securities.

 

Certain additional risk factors related to debt securities are discussed below:

 

Sensitivity to interest rate and economic changes. Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or periods of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, obtain additional financing, and service their principal and interest payment obligations. Furthermore, periods of economic change and uncertainty can be expected to result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) related to the security or other assets or indices.

 

Payment expectations. Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate environment, a Fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, a Fund may incur losses or expenses in seeking recovery of amounts owed to it.

 

Liquidity. Liquidity risk may result from the lack of an active market, or reduced number and capacity of traditional market participants to make a market in fixed income securities, and may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. In such cases, a Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector. To the extent that a Fund’s principal investment strategies involve investments in securities of companies with smaller market capitalizations, foreign non-U.S. securities, Rule 144A securities, illiquid sectors of fixed income securities, derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk. Further, fixed income securities with longer durations until maturity face heightened levels of liquidity risk as compared to fixed income securities with shorter durations until maturity. Finally, liquidity risk also refers to the risk of unusually high redemption requests or other unusual market conditions that may make it difficult for a Fund to fully honor redemption requests within the allowable time period. Meeting such redemption requests could require a Fund to sell securities at reduced prices or under unfavorable conditions, which would reduce the value of the Fund. It may also be the case that other market participants may be attempting to liquidate fixed income holdings at the same time as a Fund, causing increased supply in the market and contributing to liquidity risk and downward pricing pressure.

 

The Advisor attempts to reduce the risks described above through diversification of a Fund’s portfolio, credit analysis of each issuer, and by monitoring broad economic trends as well as corporate and legislative developments, but there can be no assurance that it will be successful in doing so. Credit ratings of debt securities provided by rating agencies indicate a measure of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency’s view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between corporate developments and the time a rating is assigned and updated.

B-19

 

Changing Fixed Income Market Conditions. Following the financial crisis that began in 2007, the U.S. government and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), as well as certain foreign governments and central banks, took steps to support financial markets, including by keeping interest rates at historically low levels and by purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (“Quantitative Easing”). Similar steps were taken again in 2020 in an effort to support the economy during the coronavirus pandemic. In 2022,the Federal Reserve began to unwind its balance sheet by not replacing existing bond holdings as they mature (“Quantitative Tightening”). Also in 2022, the Federal Reserve began raising the federal funds rate in an effort to help fight inflation. Such policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Fund’s investments and share price to decline. If a Fund invests in derivatives tied to fixed income markets it may be more substantially exposed to these risks than a fund that does not invest in derivatives. Government interventions such as those described above may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results.

 

Bond markets have consistently grown over the past three decades while the capacity for traditional dealer counterparties to engage in fixed income trading has not kept pace and in some cases has decreased. As a result, dealer inventories of corporate bonds, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated during periods of economic uncertainty.

 

Bond Ratings. Bond rating agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the rating category. Investment policies that are based on ratings categories should be read to include any security within that category, without considering the modifier. Please refer to Appendix A for more information about credit ratings.

 

Government Obligations

 

The Funds may invest in U.S. government obligations. Such obligations include Treasury bills, certificates of indebtedness, notes and bonds. U.S. government obligations include securities issued or guaranteed as to principal and interest by the U.S. government, its agencies or instrumentalities. Treasury bills, the most frequently issued marketable government securities, have a maturity of up to one year and are issued on a discount basis. U.S. government obligations include securities issued or guaranteed by government-sponsored enterprises.

 

Payment of principal and interest on U.S. government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities, including government-sponsored enterprises, where it is not obligated to do so. In addition, U.S. government obligations are subject to fluctuations in market value due to fluctuations in market interest rates. As a general matter, the value of debt instruments, including U.S. government obligations, declines when market interest rates increase and rises when market interest rates decrease. Certain types of U.S. government obligations are subject to fluctuations in yield or value due to their structure or contract terms.

 

Investment Company Shares

 

The Funds may invest in shares of other investment companies (each, an “Underlying Fund”), including open-end funds, closed-end funds, unit investment trusts (“UITs”) and exchange-traded funds (“ETFs”), to the extent permitted by applicable law and subject to certain restrictions set forth in this SAI.

B-20

 

Under Section 12(d)(1)(A) of the 1940 Act, a Fund may acquire shares of an Underlying Fund in amounts which, as determined immediately after the acquisition is made, do not exceed (i) 3% of the total outstanding voting stock of such Underlying Fund, (ii) 5% of the value of the Fund’s total assets, and (iii) 10% of the value of the Fund’s total assets when combined with all other Underlying Fund shares held by the Fund. The Funds may exceed these statutory limits when permitted by SEC order or other applicable law or regulatory guidance, such as is the case with many ETFs. In October 2020, the SEC adopted certain regulatory changes and took other actions related to the ability of an investment company to invest in the shares of another investment company. These changes include, in part, the rescission of certain SEC exemptive orders permitting investments in excess of the statutory limits, the withdrawal of certain related SEC staff no-action letters, and the adoption of Rule 12d1-4 under the 1940 Act, which permits the Fund to invest in other investment companies beyond the statutory limits, subject to certain conditions. Rule 12d1-4, among other things, (1) applies to both “acquired funds” and “acquiring funds,” each as defined under the rule; (2) includes limits on control and voting of acquired funds’ shares; (3) requires that the investment advisers of acquired funds and acquiring funds relying on the rule make certain specified findings based on their evaluation of the relevant fund of funds structure; (4) requires acquired funds and acquiring funds that are relying on the rule, and which do not have the same investment adviser, to enter into fund of funds investment agreements, which must include specific terms; and (5) includes certain limits on complex fund of funds structures.

 

Generally, under Sections 12(d)(1)(F) and 12(d)(1)(G) of the 1940 Act and SEC rules adopted pursuant to the 1940 Act, a Fund may acquire the shares of affiliated and unaffiliated Underlying Funds subject to the following guidelines and restrictions:

 

Each Fund may own an unlimited amount of the shares of any registered open-end fund or registered UIT that is affiliated with the Fund, so long as any such Underlying Fund has a policy that prohibits it from acquiring any shares of registered open-end funds or registered UIT in reliance on certain sections of the 1940 Act.

 

Each Fund and its “affiliated persons” may own up to 3% of the outstanding stock of any fund, subject to the following restrictions:

 

i.the Fund and each Underlying Fund, in the aggregate, may not charge a sales load greater than the limits set forth in Rule 2830(d)(3) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”) applicable to funds of funds;

 

ii.each Underlying Fund is not obligated to redeem more than 1% of its total outstanding shares during any period less than 30 days; and

 

iii.the Fund is obligated either to (i) seek instructions from its shareholders with regard to the voting of all proxies with respect to the Underlying Fund and to vote in accordance with such instructions, or (ii) to vote the shares of the Underlying Fund held by the Fund in the same proportion as the vote of all other shareholders of the Underlying Fund.

 

Underlying Funds typically incur fees that are separate from those fees incurred directly by the Funds. A Fund’s purchase of such investment company shares results in the layering of expenses as Fund shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses. In addition, the shares of other investment companies may also be leveraged and will therefore be subject to certain leverage risks. The net asset value and market value of leveraged securities will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by unleveraged securities. Investment companies may have investment policies that differ from those of the Funds.

 

Under certain circumstances an open-end investment company in which a Fund invests may determine to make payment of a redemption by the Fund wholly or in part by a distribution in kind of securities from its portfolio, instead of in cash. As a result, the Fund may hold such securities until the Advisor determines it is appropriate to dispose of them. Such disposition will impose additional costs on the Fund.

B-21

 

Investment decisions by the investment advisors to the registered investment companies in which a Fund invests are made independently of the Fund. At any particular time, one Underlying Fund may be purchasing shares of an issuer whose shares are being sold by another Underlying Fund. As a result, under these circumstances the Fund indirectly would incur certain transactional costs without accomplishing any investment purpose.

 

Exchange-Traded Funds

 

The Funds may invest in ETFs. ETFs are pooled investment vehicles that generally seek to track the performance of specific indices. ETFs may be organized as open-end funds or as UIT. Their shares are listed on stock exchanges and can be traded throughout the day at market-determined prices.

 

An ETF generally issues index-based investments in large aggregations of shares known as “Creation Units” in exchange for a “Portfolio Deposit” consisting of (a) a portfolio of securities designated by the ETF, (b) a cash payment equal to a pro rata portion of the dividends accrued on the ETF’s portfolio securities since the last dividend payment by the ETF, net of expenses and liabilities, and (c) a cash payment or credit (“Balancing Amount”) designed to equalize the net asset value of the shares and the net asset value of a Portfolio Deposit.

 

Shares of ETFs are not individually redeemable, except upon the reorganization, merger, conversion or liquidation of the ETF. To redeem shares of an ETF, an investor must accumulate enough shares of the ETF to reconstitute a Creation Unit. The liquidity of small holdings of ETF shares, therefore, will depend upon the existence of a secondary market for such shares. Upon redemption of a Creation Unit, the investor will receive securities designated by the ETF (“Redemption Securities”) and a cash payment in an amount equal to the difference between the net asset value of the shares being redeemed and the net asset value of the Redemption Securities.

 

The price of ETF shares is based upon (but not necessarily identical to) the value of the securities held by the ETF. Accordingly, the level of risk involved in the purchase or sale of ETF shares is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for ETF shares is based on a basket of stocks. Disruptions in the markets for the securities underlying ETF shares purchased or sold by a Fund could result in losses on such shares. There is no assurance that the requirements of the national securities exchanges necessary to maintain the listing of shares of any ETF will continue to be met.

 

Closed-End Funds

 

The Funds may invest in shares of closed-end funds. Investments in closed-end funds are subject to various risks, including reliance on management’s ability to meet the closed-end fund’s investment objective and to manage the closed-end fund portfolio; fluctuation in the net asset value of closed-end fund shares compared to the changes in the value of the underlying securities that the closed-end fund owns; and bearing a pro rata share of the management fees and expenses of each underlying closed-end fund resulting in Fund shareholders being subject to higher expenses than if he or she invested directly in the closed-end fund(s).

 

Temporary Investments

 

Each Fund may take temporary defensive measures that are inconsistent with the Fund’s normal fundamental or non-fundamental investment policies and strategies in response to adverse market, economic, political, or other conditions as determined by the Advisor. Such measures could include, but are not limited to, investments in (1) highly liquid short-term fixed income securities issued by or on behalf of municipal or corporate issuers, obligations of the U.S. government and its agencies, commercial paper, and bank certificates of deposit; (2) repurchase agreements involving any such securities; and (3) other money market instruments. The Funds also may invest in shares of money market mutual funds to the extent permitted under applicable law. Money market mutual funds are investment companies, and the investments in those companies by a Fund are in some cases subject to certain fundamental investment restrictions. As a shareholder in a mutual fund, a Fund will bear its ratable share of its expenses, including management fees, and will remain subject to payment of the fees to the Advisor, with respect to assets so invested. A Fund may not achieve its investment objectives during temporary defensive periods.

B-22

 

Short-Term Investments

 

The Funds may invest in any of the following securities and instruments:

 

Certificates of Deposit, Bankers’ Acceptances and Time Deposits. The Funds may acquire certificates of deposit, bankers’ acceptances and time deposits in U.S. dollar or foreign currencies. Certificates of deposit are negotiable certificates issued against monies deposited in a commercial bank, or savings and loan association for a definite period of time that earn a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning in effect that the bank unconditionally agrees to pay the face value of the instrument on maturity. Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate. The Fund may only acquire certificates of deposit, bankers’ acceptances, and time deposits issued by commercial banks or savings and loan associations that, at the time of the Fund’s investment, have capital, surplus and undivided profits in excess of $100 million (including assets of both domestic and foreign branches), based on latest published reports, or less than $100 million if the principal amount of such obligations are fully insured by the U.S. government. If a Fund holds instruments of foreign banks or financial institutions, it may be subject to additional investment risks that are different in some respects from those incurred if the Fund invests only in debt obligations of U.S. domestic issuers. See “Foreign Investments” above. Such risks include future political and economic developments, the possible imposition of withholding taxes by the particular country in which the issuer is located, the possible confiscation or nationalization of foreign deposits, the possible establishment of exchange controls, or the adoption of other foreign governmental restrictions which may adversely affect the payment of principal and interest on these securities.

 

Domestic banks and foreign banks are subject to different governmental regulations with respect to the amount and types of loans that may be made and interest rates that may be charged. In addition, the profitability of the banking industry depends largely upon the availability and cost of funds and the interest income generated from lending operations. General economic conditions and the quality of loan portfolios affect the banking industry.

 

As a result of federal and state laws and regulations, domestic banks are required to maintain specified levels of reserves, are limited in the amount that they can loan to a single borrower, and are subject to regulations designed to promote financial soundness. However, such laws and regulations may not necessarily apply to foreign banks, thereby affecting the risk involved in bank obligations that the Funds may acquire.

 

Commercial Paper, Short-Term Notes and Other Corporate Obligations. Each Fund may invest a portion of its assets in commercial paper and short-term notes. Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper and short-term notes will normally have maturities of less than nine months and fixed rates of return, although such instruments may have maturities of up to one year.

 

The Funds’ investment in commercial paper and short-term notes will consist of issues rated at the time of purchase “A-2” or higher by S&P, “Prime-1” or “Prime-2” by Moody’s, or similarly rated by another nationally recognized statistical rating organization or, if unrated, will be determined by the Advisor to be of comparable quality. These rating symbols are described in Appendix A.

 

Corporate debt obligations are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations, i.e., credit risk. The Advisor may actively expose a Fund to credit risk. However, there can be no guarantee that the Advisor will be successful in making the right selections and thus fully mitigate the impact of credit risk changes on a Fund.

 

Repurchase Agreements

 

The Funds may enter into repurchase agreements with respect to their portfolio securities. Pursuant to such agreements, a Fund acquires securities from financial institutions such as banks and broker-dealers deemed to be creditworthy by the Advisor, subject to the seller’s agreement to repurchase and the Fund’s agreement to resell such securities at a mutually agreed upon date and price. The repurchase price generally equals the price paid by a Fund plus interest negotiated on the basis of current short-term rates (which may be more or less than the rate on the underlying portfolio security). Securities subject to repurchase agreements will be held by the custodian or in the Federal Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller under a repurchase agreement will be required to maintain the value of the underlying securities at not less than 102% of the repurchase price under the agreement. If the seller defaults on its repurchase obligation, the Fund will suffer a loss to the extent that the proceeds from a sale of the underlying securities are less than the repurchase price under the agreement. Bankruptcy or insolvency of such a defaulting seller may cause a Fund’s rights with respect to such securities to be delayed or limited. Repurchase agreements are considered to be loans under the 1940 Act.

B-23

 

Borrowing

 

The Funds may engage in limited borrowing activities. Borrowing creates an opportunity for increased return, but, at the same time, creates special risks. Furthermore, if a Fund were to engage in borrowing, an increase in interest rates could reduce the value of the Fund’s shares by increasing the Fund’s interest expense. Subject to the limitations described under “Investment Limitations” below, each Fund may be permitted to borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. This borrowing may be secured or unsecured. Provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of a Fund’s total assets made for temporary administrative purposes. Any borrowings for temporary administrative purposes in excess of 5% of a Fund’s total assets will count against this asset coverage requirement. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint if the Fund sells securities at that time. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of the Funds’ portfolios. Money borrowed will be subject to interest charges which may or may not be recovered by appreciation of the securities purchased, if any. The Funds also may be required to maintain minimum average balances in connection with such borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

 

Illiquid and Restricted Securities

 

Each Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the securities. Illiquid securities may be difficult to value, and a Fund may have difficulty or be unable to dispose of such securities promptly or at reasonable prices.

 

Each Fund may invest in restricted securities. Restricted securities are securities that may not be sold freely to the public absent registration under the 1933 Act, or an exemption from registration. While restricted securities are generally presumed to be illiquid, it may be determined that a particular restricted security is liquid. Rule 144A under the 1933 Act establishes a safe harbor from the registration requirements of the 1933 Act for resales of certain securities to qualified institutional buyers. Institutional markets for restricted securities sold pursuant to Rule 144A in many cases provide both readily ascertainable values for restricted securities and the ability to liquidate an investment to satisfy share redemption orders. Such markets might include automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL System sponsored by NASDAQ. An insufficient number of qualified buyers interested in purchasing Rule 144A eligible restricted securities, however, could adversely affect the marketability of such portfolio securities and result in a Fund’s inability to dispose of such securities promptly or at favorable prices.

 

Each Fund may purchase commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act. 4(a)(2) commercial paper typically has the same price and liquidity characteristics as commercial paper, except that the resale of 4(a)(2) commercial paper is limited to the institutional investor marketplace. Such a restriction on resale makes 4(2) commercial paper technically a restricted security under the 1933 Act. In practice, however, 4(a)(2) commercial paper can be resold as easily as any other unrestricted security held by the Funds.

B-24

 

Rule 22e-4 under the 1940 Act requires, among other things, that the Funds establish a liquidity risk management program (“LRMP”) that is reasonably designed to assess and manage liquidity risk. Rule 22e-4 defines “liquidity risk” as the risk that a fund could not meet requests to redeem shares issued by the fund without significant dilution of the remaining investors’ interests in the fund. The Funds have implemented a LRMP to meet the relevant requirements. Additionally, the Board, including a majority of the Independent Trustees, approved the designation of the Advisor as the Funds’ LRMP administrator to administer such program, and will review no less frequently than annually a written report prepared by the Advisor that addresses the operation of the LRMP and assesses its adequacy and effectiveness of implementation. Among other things, the LRMP provides for the classification of each Fund investment as a “highly liquid investment,” “moderately liquid investment,” “less liquid investment” or “illiquid investment.” The liquidity risk classifications of each Fund’s investments are determined after reasonable inquiry and taking into account relevant market, trading and investment-specific considerations. To the extent that a Fund investment is deemed to be an “illiquid investment” or a “less liquid investment,” the Fund can expect to be exposed to greater liquidity risk. There is no guarantee the LRMP will be effective in its operations, and complying with Rule 22e-4, including bearing related costs, could impact the Fund’s performance and its ability to seek its investment objective.

 

A Fund will not purchase illiquid securities if, as a result of the purchase, more than 15% of the Fund’s net assets are invested in such securities. If at any time a portfolio manager and/or the Advisor determines that the value of illiquid securities held by a Fund exceeds 15% of the Fund’s net assets, the Fund’s portfolio managers and the Advisor will take such steps as they consider appropriate to reduce the percentage as soon as reasonably practicable.

 

Lending Portfolio Securities

 

Consistent with applicable regulatory requirements and the Funds’ investment restrictions, each Fund may lend portfolio securities to securities broker-dealers or financial institutions, provided that such loans are callable at any time by the Fund (subject to notice provisions described below), and are at all times secured by cash or cash equivalents, which are maintained in a segregated account pursuant to applicable regulations and that are at least equal to the market value, determined daily, of the loaned securities. The advantage of such loans is that a Fund continues to receive the income on the loaned securities while at the same time earns interest on the cash amounts deposited as collateral, which will be invested in short-term obligations. The Funds will not lend portfolio securities if such loans are not permitted by the laws or regulations of any state in which its shares are qualified for sale. The Funds’ loans of portfolio securities will be collateralized in accordance with applicable regulatory requirements and no loan will cause the value of all loaned securities to exceed 33 1/3% of the value of a Fund’s total assets.

 

A loan may generally be terminated by the borrower on one business day’s notice, or by a Fund on five business days’ notice. If the borrower fails to deliver the loaned securities within five days after receipt of notice or fails to maintain the requisite amount of collateral, a Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower of the securities fail financially. However, these loans of portfolio securities will only be made to firms deemed by the Funds’ management to be creditworthy and when the income that can be earned from such loans justifies the attendant risks. Upon termination of the loan, the borrower is required to return the securities to the Fund. Any gain or loss in the market price during the loan period would inure to the Fund. The risks associated with loans of portfolio securities are substantially similar to those associated with repurchase agreements. Thus, if the counterparty to the loan petitions for bankruptcy or becomes subject to the U.S. Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on a Fund’s ability to sell the collateral, and the Fund would suffer a loss. When voting or consent rights that accompany loaned securities pass to the borrower, a Fund will follow the policy of calling the loaned securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the Fund’s investment in such loaned securities. The Funds will pay reasonable finder’s, administrative and custodial fees in connection with a loan of its securities.

 

Cybersecurity Risk

 

Investment companies, such as the Funds, and its service providers may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber attacks affecting the Funds or the Advisor, the Funds’ custodian or transfer agent, or intermediaries or other third-party service providers may adversely impact the Funds. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its net asset value, cause the release of private shareholder information or confidential company information, impede trading, subject the Funds to regulatory fines or financial losses, and cause reputational damage. The Funds may also incur additional costs for cybersecurity risk management purposes. While the Funds and their service providers have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, such plans and systems have inherent limitations due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for. Furthermore, the Funds cannot control any cybersecurity plans or systems implemented by their service providers.

B-25

 

Similar types of cybersecurity risks are also present for issuers of securities in which the Funds invests, which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such portfolio companies to lose value.

 

INVESTMENT RESTRICTIONS

 

Each Fund has adopted the following restrictions as fundamental policies, which may not be changed without the favorable “vote of the holders of a majority of the outstanding voting securities” of the Fund as defined in the 1940 Act. Under the 1940 Act, the “vote of the holders of a majority of the outstanding voting securities” of a Fund means the vote of the holders of the lesser of (i) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund. Each Fund’s investment objective is a non-fundamental policy and may be changed without shareholder approval.

 

Each Fund may not:

 

1.Issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from banks in amounts not exceeding one-third of its net assets (including the amount borrowed); and (ii) this restriction shall not prohibit the Fund from engaging in options transactions or short sales and in investing in financial futures and reverse repurchase agreements.

 

2.Act as underwriter, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities in its investment portfolio;

 

3.Except for the WCM China Quality Growth Fund and WCM Developing World Equity Fund, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;

 

4.Invest 25% or more of its total assets, calculated at the time of purchase, in any one industry (other than securities issued by the U.S. Government, its agencies or instrumentalities);

 

5.Purchase or sell real estate or interests in real estate or real estate limited partnerships (although a Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate such as REITs);

 

6.Make loans of money, except (a) for purchases of debt securities consistent with the investment policies of a Fund, (b) by engaging in repurchase agreements or, (c) through the loan of portfolio securities in an amount up to 33 1/3% of the Fund’s net assets; or

B-26

 

7.Purchase or sell commodities except that a Fund may purchase and sell futures contracts and options; may enter into foreign exchange contracts; may enter into swap agreements and other financial transactions not requiring the delivery of physical commodities; may purchase or sell precious metals directly, and may purchase or sell precious metal commodity contracts or options on such contracts in compliance with applicable commodities laws.

 

Each Fund observes the following restriction as a matter of operating but not fundamental policy, pursuant to positions taken by federal regulatory authorities:

 

1.Each Fund may not invest, in the aggregate, more than 15% of its net assets in securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the securities.

 

2.With respect to the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM International Small Cap Growth Fund, and WCM Quality Dividend Growth Fund, to the extent such Fund is an “acquired fund” in a fund of funds arrangement relying on Rule 12d1-4 under the 1940 Act, the Fund will limit its acquisition of securities of investment companies and companies that would be investment companies under the 1940 Act but for the exclusion from the definition of investment company in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act to an aggregate amount that does not exceed 10% of each Fund’s total assets (measured immediately after acquisition); provided that such limitation shall not apply to investments by the Fund in: (a) another fund as part of a master-feeder structure in reliance on Section 12(d)(1)(E) of the 1940 Act (master feeder arrangements); (b) money market funds in reliance on Rule 12d1-1; (c) a wholly owned and controlled subsidiary of the Fund; (d) securities received as a dividend or as a result of a plan of reorganization of a company; or (e) securities of another fund received pursuant to an interfund lending arrangement permitted by an exemptive order issued by the SEC.

 

Except with respect to borrowing, if a percentage or rating restriction on investment or use of assets set forth herein or in the Prospectus is adhered to at the time a transaction is effected, later changes in percentage resulting from any cause other than actions by the Funds will not be considered a violation.

 

MANAGEMENT OF THE FUNDS

 

Trustees and Officers

 

The overall management of the business and affairs of the Trust is vested with its Board of Trustees. The Board approves all significant agreements between the Trust and persons or companies furnishing services to it, including the agreements with the Advisor, co-administrators, distributor, custodian and transfer agent. The day-to-day operations of the Trust are delegated to its officers, except that the Advisor is responsible for making day-to-day investment decisions in accordance with the Funds’ investment objective, strategies, and policies, all of which are subject to general supervision by the Board.

 

The Trustees and officers of the Trust, their years of birth and positions with the Trust, term of office with the Trust and length of time served, their business addresses and principal occupations during the past five years and other directorships held during the past five years are listed in the table below. Unless noted otherwise, each person has held the position listed for a minimum of five years. Charles H. Miller, Ashley Toomey Rabun, William H. Young and James E. Ross are all of the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, the “Independent Trustees”).

B-27

 

Name, Address, Year of Birth and Position(s) held with Trust Term of Officec and Length of Time Served Principal Occupation During the Past Five Years and Other Affiliations Number of Portfolios in the Fund Complex Overseen by Trustee d Other Directorships Held by Trustee e
“Independent” Trustees:      

Charles H. Miller a 

(born 1947) 

Trustee 

Since November 2007 Retired (2013 – present); Executive Vice President, Client Management and Development, Access Data, a Broadridge company, a provider of technology and services to asset management firms (1997 – 2012). 14 None.

Ashley Toomey Rabun a 

(born 1952) 

Trustee and Chairperson of the Board 

Since November 2007 Retired (2016 – present); President and Founder, InvestorReach, Inc., a financial services consulting firm (1996 – 2015). 14 Select Sector SPDR Trust, a registered investment company (includes 11 portfolios).

William H. Young a 

(born 1950) 

Trustee 

Since November 2007 Retired (2014 – present); Independent financial services consultant (1996 – 2014); Interim CEO, Unified Fund Services Inc. (now Huntington Fund Services), a mutual fund service provider (2003 – 2006); Senior Vice President, Oppenheimer Management Company (1983 – 1996); Chairman, NICSA, an investment management trade association (1993 – 1996). 14  None.

B-28

 

Name, Address, Year of Birth and Position(s) held with Trust Term of Officec and Length of Time Served Principal Occupation During the Past Five Years and Other Affiliations Number of Portfolios in the Fund Complex Overseen by Trustee d Other Directorships Held by Trustee e

James E. Ross a 

(born 1965) 

Trustee 

Since December 2022 Non-Executive Chairman and Director, Fusion Acquisition Corp. II, a special purpose acquisition company (March 2021 – present); Non-Executive Chairman and Director, Fusion Acquisition Corp., a special purpose acquisition company (June 2020 – September 2021); Executive Vice President, State Street Global Advisors, a global asset management firm (2012 – March 2020); Chairman and Director, SSGA Funds Management, Inc., a registered investment advisor (2005 – March 2020); Chief Executive Officer, Manager and Director, SSGA Funds Distributor, LLC, a broker-dealer (2017 – March 2020). 14 SPDR Index Shares Funds, a registered investment company (includes 26 portfolios); SPDR Series Trust, a registered investment company (includes 125 portfolios); Select Sector SPDR Trust, a registered investment company (includes 11 portfolios); SSGA Active Trust, a registered investment company (includes 14 portfolios); Fusion Acquisition Corp II.
Interested Trustee:      

Maureen Quill a* 

(born 1963) 

Trustee and President 

Since June 2019

 

President, Investment Managers Series Trust (June 2014 – present); President, Investment Managers Series Trust III (June 2023 – present); EVP/Executive Director Registered Funds (January 2018 – present), Chief Operating Officer (June 2014 – January 2018), and Executive Vice President (January 2007 – June 2014), UMB Fund Services, Inc.; President, UMB Distribution Services (March 2013 – December 2020); Vice President, Investment Managers Series Trust (December 2013 – June 2014). 14  Investment Managers Series Trust III, a registered investment company  (includes 7 portfolios); Source Capital, Inc., a closed-end investment company.

B-29

 

Name, Address, Year of Birth and Position(s) held with Trust Term of Officec and Length of Time Served Principal Occupation During the Past Five Years and Other Affiliations Number of Portfolios in the Fund Complex Overseen by Trustee d Other Directorships Held by Trustee e
Officers of the Trust:    

Rita Dam b 

(born 1966) 

Treasurer and Assistant Secretary 

Since December 2007 Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022). N/A N/A

Joy Ausili b 

(born 1966) 

Vice President, Assistant Secretary and Assistant Treasurer 

Since March 2016 Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022); Secretary and Assistant Treasurer, Investment Managers Series Trust (December 2007 – March 2016). N/A N/A

Diane Drake b 

(born 1967) 

Secretary 

Since March 2016 Senior Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2019). N/A N/A

Martin Dziura b 

(born 1959) 

Chief Compliance Officer 

Since June 2014

 

Principal, Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 – September 2014); Chief Compliance Officer, Hanlon Investment Management (2009 – 2010); Vice President – Compliance, Morgan Stanley Investment Management (2000 – 2009). N/A

N/A

 

 

aAddress for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212.

bAddress for Ms. Ausili, Ms. Dam and Ms. Drake: 2220 E. Route 66, Suite 226, Glendora, California 91740.

Address for Mr. Dziura: 309 Woodridge Lane, Media, Pennsylvania 19063.

cTrustees and officers serve until their successors have been duly elected.

dThe Trust is comprised of 39 series managed by unaffiliated investment advisors. Each Trustee serves as Trustee of each series of the Trust. The term “Fund Complex” applies only to the series managed by the same investment advisor. The Funds do not hold themselves out as related to any other series within the Trust, for purposes of investment and investor services, nor do they share the same investment advisor with any other series.

B-30

 

e“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended (that is, “public companies”), or other investment companies registered under the 1940 Act.

*Ms. Quill is an “interested person” of the Trust by virtue of her position with UMB Fund Services, Inc.

 

Effective June 16, 2022, Eric M. Banhazl, who served as a Trustee of the Trust from January 2008 to June 14, 2022, is serving as a Trustee Emeritus of the Trust. As a Trustee Emeritus, Mr. Banhazl may attend the meetings of the Board of Trustees or any of its committees, but has no duties, powers or responsibilities with respect to the Trust.

 

Compensation

 

Effective January 1, 2024, each Independent Trustee receives a quarterly retainer of $40,000; $4,000 for each special meeting attended in person; $2,500 for each special in-person meeting attended by videoconference or teleconference in lieu of in-person attendance in accordance with SEC exemptive relief or to address particularly complex matters or matters requiring review of significant materials in advance of the meeting; and $1,500 for any other special meeting attended by videoconference or teleconference at which Board action is taken and/or materials were prepared for review. Each Independent Trustee also receives an additional annual retainer of $5,000 for serving on any committee of the Board of Trustees. In addition, Ms. Rabun receives an additional annual retainer of $35,000 for serving as Chairperson of the Board; Mr. Young receives an additional annual retainer of $15,000 for serving as Chairperson of the Audit Committee; and Mr. Miller receives an additional annual retainer of $15,000 for serving as Chairperson of the Nominating, Governance and Regulatory Review Committee. The Trust has no pension or retirement plan. No other entity affiliated with the Trust pays any compensation to the Trustees.

 

Prior to January 1, 2024, each Independent Trustee received a quarterly retainer of $40,000; $4,000 for each special in-person meeting attended, or any special meeting attended by videoconference or teleconference in lieu of in-person attendance in accordance with SEC exemptive relief or to address particularly complex matters or matters requiring review of significant materials in advance of the meeting; and $1,500 for any other special meeting attended by videoconference or teleconference at which Board action was taken and/or materials were prepared for review.

 

The Trustees may elect to defer payment of their compensation from the Funds pursuant to the Trust’s non-qualified Deferred Compensation Plan for Trustees which permits the Trustees to defer receipt of all or part of their compensation form the Trust. Amounts deferred are deemed invested in shares of one or more series of the Trust, as selected by the Trustees from time to time. A Trustee’s deferred compensation account will be paid in cash at such times as elected by the Trustee, subject to certain mandatory payment provisions in the Deferred Compensation Plan. Deferral and payment elections under the Deferred Compensation Plan are subject to strict requirements for modification.

 

B-31

 

Fund Charles H. Miller, Independent Trustee, Nominating, Governance and Regulatory Review Committee Chair Ashley Toomey Rabun, Independent Trustee and Chairperson William H. Young, Independent Trustee and Audit Committee Chair

James E. Ross, 

Independent Trustee 

WCM Focused International Growth Fund3 $55,100 $62,753 $55,100 $52,039
WCM Focused Emerging Markets Fund3 $6,248 $7,115 $6,248 $5,901
WCM Focused Global Growth Fund3 $2,656 $3,025 $2,656 $2,509
WCM International Small Cap Growth Fund3 $2,659 $3,028 $2,659 $2,511
WCM Small Cap Growth Fund3 $1,796 $2,045 $1,796 $1,696
WCM SMID Quality Value Fund3 $2,089 $2,379 $2,089 $1,973
WCM China Quality Growth Fund3 $1,706 $1,943 $1,706 $1,611
WCM Developing World Equity Fund3 $1,693 $1,928 $1,693 $1,599
WCM International Equity Fund3 $1,903 $2,167 $1,903 $1,797
WCM Focused International Value Fund3 $1,722 $1,962 $1,722 $1,627
WCM Focused International Opportunities Fund3 $1,781 $2,029 $1,781 $1,682
WCM Mid Cap Quality Value Fund3 $1,688 $1,922 $1,688 $1,594
WCM Focused Emerging Markets ex China Fund3 $1,690 $1,924 $1,690 $1,596
WCM Quality Dividend Growth Fund* $427 $486 $427 $403
Pension or Retirement Benefits Accrued as Part of Funds’ Expenses None None None None
Estimated Annual Benefits Upon Retirement None None None None
Total Compensation from Fund and Fund Complex Paid to Trustees2,3 $83,156 $94,706 $83,156 $78,537

 

* The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.
1For the fiscal year ended December 31, 2023.
2There are currently numerous portfolios comprising the Trust. The term “Fund Complex” applies only to the series managed by the same investment advisor. The Funds do not hold themselves out as related to any other series within the Trust for purposes of investment and investor services, nor do they share the same investment advisor with any other series. For the fiscal year ended December 31, 2023, the aggregate Independent Trustees’ fees for the Trust were $735,000.
3Each Independent Trustee elected to defer payment of their compensation from the Funds under the non-qualified Deferred Compensation Plan for Trustees under which Trustees may defer receipt of all or part of their compensation from the Funds. For the fiscal year ended December 31, 2023, the total amount of deferred compensation payable to Ms. Rabun, Mr. Miller, Mr. Young and Mr. Ross was $94,614, $227,313, $117,712 and $157,020, respectively.

 

Ms. Quill is not compensated for her service as Trustee because of her affiliation with the Trust. Officers of the Trust are not compensated by the Funds for their services.

 

As a Trustee Emeritus of the Trust, Mr. Banhazl does not receive any compensation from the Trust; however, he is entitled to reimbursement of expenses related to his attendance at any meetings of the Board of Trustees or its committees.

 

Additional Information Concerning the Board and the Trustees

 

The current Trustees were selected in November 2007 (June 2019 for Ms. Quill and December 2022 for Mr. Ross) with a view towards establishing a Board that would have the broad experience needed to oversee a registered investment company comprised of multiple series employing a variety of different investment strategies. As a group, the Board has extensive experience in many different aspects of the financial services and asset management industries.

B-32

 

The Trustees were selected to join the Board based upon the following factors, among others: character and integrity; willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; as to each Trustee other than Ms. Quill, satisfying the criteria for not being classified as an “interested person” of the Trust as defined in the 1940 Act; and, as to Ms. Quill, her position with UMB Fund Services, Inc., one of the Trust’s co-administrators. In addition, the Trustees have the following specific experience, qualifications, attributes and/or skills relevant to the operations of the Trust:

 

Ms. Rabun has substantial senior executive experience in mutual fund marketing and distribution and serving in senior executive and board positions with mutual funds, including multiple series trusts similar to the Trust.

 

Mr. Miller has significant senior executive experience with respect to marketing and distribution of mutual funds, including multiple series trusts similar to the Trust.

 

Mr. Young has broad senior executive experience with respect to the operations and management of mutual funds and administration service providers, including multiple series trusts similar to the Trust.

 

Mr. Ross has significant senior executive experience with respect to marketing and distribution of mutual funds, including exchange-traded funds.

 

Ms. Quill has substantial experience serving in senior executive positions at mutual fund administration service providers.

 

In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. The summaries set forth above as to the qualifications, attributes and skills of the Trustees are required by the registration form adopted by the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case.

 

The Board of Trustees has two standing committees: the Audit Committee and the Nominating, Governance and Regulatory Review Committee (the “Nominating Committee”).

 

The function of the Audit Committee, with respect to each series of the Trust, is to review the scope and results of the series’ annual audit and any matters bearing on the audit or the series’ financial statements and to assist the Board’s oversight of the integrity of the series’ pricing and financial reporting. The Audit Committee is comprised of all of the Independent Trustees and is chaired by Mr. Young. It does not include any Interested Trustees. The Audit Committee is expected to meet at least twice a year with respect to each series of the Trust. The table below shows the number of times that the Audit Committee met during the fiscal year ended December 31, 2023, with respect to each Fund.

B-33

 

Fund Name Number of Meetings
WCM Focused International Growth Fund 2
WCM Focused Emerging Markets Fund 2
WCM Focused Global Growth Fund 2
WCM International Small Cap Growth Fund 2
WCM Small Cap Growth Fund 2
WCM SMID Quality Value Fund 2
WCM China Quality Growth Fund 2
WCM Developing World Equity Fund 2
WCM International Equity Fund 2
WCM Focused International Value Fund 2
WCM Focused International Opportunities Fund 2
WCM Mid Cap Quality Value Fund 2
WCM Focused Emerging Markets ex China Fund 2
WCM Quality Dividend Growth Fund* 1

*The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

The Audit Committee also serves as the Qualified Legal Compliance Committee for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer.

 

The Nominating Committee is responsible for reviewing matters pertaining to composition, committees, and operations of the Board, as well as assisting the Board in overseeing matters related to certain regulatory issues. The Nominating Committee meets from time to time as needed. The Nominating Committee will consider trustee nominees properly recommended by the Trust’s shareholders. Shareholders who wish to recommend a nominee should send nominations that include, among other things, biographical data and the qualifications of the proposed nominee to the Trust’s Secretary. The Independent Trustees comprise the Nominating Committee, and the Committee is chaired by Mr. Miller. The Nominating Committee met twice during the fiscal year ended December 31, 2023.

 

Independent Trustees comprise 80% of the Board and Ashley Toomey Rabun, an Independent Trustee, serves as Chairperson of the Board. The Chairperson serves as a key point person for dealings between the Trust’s management and the other Independent Trustees. As noted above, through the committees of the Board the Independent Trustees consider and address important matters involving each series of the Trust, including those presenting conflicts or potential conflicts of interest. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its organization and leadership structure are appropriate in light of its fiduciary and oversight obligations, the special obligations of the Independent Trustees, and the relationship between the Interested Trustees and the Trust’s co-administrators. The Board also believes that its structure facilitates the orderly and efficient flow of information to the Independent Trustees from management.

 

Consistent with its responsibility for oversight of the Funds in the interests of shareholders, the Board among other things oversees risk management of the Funds’ investment programs and business affairs directly and through the Audit Committee. The Board has emphasized to the Advisor the importance of maintaining vigorous risk management programs and procedures.

 

The Funds face a number of risks, such as investment risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. Under the overall supervision of the Board, the Advisor and other service providers to the Funds employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Trust’s Chief Compliance Officer (the “CCO”), the Advisor’s management, and other service providers (such as the Funds’ independent registered public accounting firm) make periodic reports to the Board or to the Audit Committee with respect to various aspects of risk management. The Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s investment objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.

B-34

 

Fund Shares Beneficially Owned by Trustees

 

Certain information regarding ownership by the Trustees of any Fund and other series of the Trust, as of December 31, 2023, is set forth in the following table.

 

Name of Trustee

Dollar Range of Equity

Securities in the Funds ($)

Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies ($)
Charles H. Miller, Independent Trustee None None
Ashley Toomey Rabun, Independent Trustee None None
William H. Young, Independent Trustee Over $100,000 Over $100,000
James E. Ross, Independent Trustee None None
Maureen Quill, Interested Trustee None None

 

Control Persons, Principal Shareholders, and Management Ownership

 

The following table lists the control persons of the Funds as of March 31, 2024. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. 1 Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the applicable Fund.

 

Control Persons Jurisdiction Percentage of Total Outstanding Shares of the Fund as of March 31, 2024
1. WCM Focused International Growth Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 25.01%
     
2. WCM Focused Emerging Markets Fund    

National Financial Services LLC 

New York, NY 10281 

New York 32.17%
     
3. WCM Focused Global Growth Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 29.15%
     

National Financial Services LLC 

New York, NY 10281 

New York 26.59%

B-35

 

Control Persons Jurisdiction Percentage of Total Outstanding Shares of the Fund as of March 31, 2024
4. WCM International Small Cap Growth Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 39.01%

National Financial Services LLC 

New York, NY 10281 

New York 28.64%
     
5. WCM Small Cap Growth Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 42.49%

National Financial Services LLC 

New York, NY 10281 

New York 40.65%
     
6. WCM SMID Quality Value Fund    

Equitable Trust Company 

Nashville, TN 37205 

Tennessee 67.43%
     
7. WCM China Quality Growth Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 73.22%
8. WCM Developing World Equity Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 42.64%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

California 36.72%
     
9. WCM International Equity Fund    

JP Morgan Securities LLC 

Brooklyn, NY 11245 

New York

37.61%

     
10. WCM Focused International Value Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 80.18%
     
11. WCM Focused International Opportunities Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 45.48%

National Financial Services LLC 

New York, NY 10281 

New York 28.10%
     
12. WCM Mid Cap Quality Value Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 67.71%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

California 32.25%
     
13.   WCM Focused Emerging Markets ex China Fund    

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

California 90.37%

B-36

 

Control Persons Jurisdiction Percentage of Total Outstanding Shares of the Fund as of March 31, 2024
14.   WCM Quality Dividend Growth Fund    

JP Morgan Securities LLC 

Brooklyn, NY 11245 

New York

61.85% 

 

1The Funds have no information regarding the beneficial owners of Fund shares owned through accounts with financial intermediaries.

 

The following table lists the principal shareholders of the Funds as of March 31, 2024. The principal shareholders are holders of record of 5% or more of the outstanding shares of the indicated classes of the Funds, including the listed shareholders that are financial intermediaries.1

 

Principal Shareholder Percentage of Total Outstanding Shares of the Class as of March 31, 2024
WCM Focused International Growth Fund
Investor Class

National Financial Services LLC

New York, NY 10281

69.64%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

21.82%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

25.14%

National Financial Services LLC 

New York, NY 10281 

23.05%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

8.39%
WCM Focused Emerging Markets Fund
Investor Class

National Financial Services LLC 

New York, NY 10281 

78.88%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

10.50%
Institutional Class

National Financial Services LLC 

New York, NY 10281 

28.28%

Merrill Lynch Pierce Fenner & Smith 

Jacksonville, FL 32246 

18.62%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

10.83%

UBS WM USA 

Weehawken, NJ 07086 

7.51%

Morgan Stanley Smith Barney LLC 

New York, NY 10004 

7.26%

B-37

 

Principal Shareholder Percentage of Total Outstanding Shares of the Class as of March 31, 2024

LPL Financial 

San Diego, CA 92121 

6.70%
WCM Focused Global Growth Fund
Investor Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

75.47%

National Financial Services LLC 

New York, NY 10281 

15.15%
Institutional Class

National Financial Services LLC 

New York, NY 10281 

27.78%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

24.35%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

14.95%

LPL Financial 

San Diego, CA 92121 

7.05%

Capinco 

Milwaukee, WI 53201 

6.28%

Pershing LLC 

Jersey City, NJ 07303 

5.73%

RBC Capital Markets LLC 

Minneapolis, MN 55401 

5.70%

Morgan Stanley Smith Barney LLC 

New York, NY 10004 

5.01%
WCM International Small Cap Growth Fund
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

39.01%

National Financial Services LLC 

New York, NY 10281 

28.64%

Pershing LLC 

Jersey City, NJ 07303 

6.09%
WCM Small Cap Growth Fund
Investor Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

57.89%

Pershing LLC 

Jersey City, NJ 07303 

22.29%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

12.68%

JP Morgan Securities LLC

Brooklyn, NY 11245 

6.74%

B-38

 

Principal Shareholder Percentage of Total Outstanding Shares of the Class as of March 31, 2024
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

42.45%

National Financial Services LLC 

New York, NY 10281 

40.75%

Capinco 

Milwaukee, WI 53201 

6.92%
WCM SMID Quality Value Fund
Investor Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

89.61%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

9.65%
Institutional Class

Equitable Trust Company 

Nashville, TN 37205 

67.68%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

22.72%

National Financial Services LLC 

New York, NY 10281 

6.67%
WCM China Quality Growth Fund
Investor Class

TD Ameritrade Inc. 

Omaha, NE 68103 

69.73%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

22.51%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

6.97%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

73.42%

WCM Investment Management 

Laguna Beach, CA 92651 

19.13%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

6.25%
WCM Developing World Equity Fund
Investor Class

National Financial Services LLC 

New York, NY 10281 

72.96%

TD Ameritrade Inc.

Omaha, NE 68103 

12.05%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

10.94%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

45.69%

B-39

 

Principal Shareholder Percentage of Total Outstanding Shares of the Class as of March 31, 2024

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

38.56%

National Financial Services LLC 

New York, NY 10281 

13.03%
WCM International Equity Fund  
Investor Class

National Financial Services LLC 

New York, NY 10281 

52.91%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

32.56%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

7.15%
Institutional Class

JP Morgan Securities LLC 

Brooklyn, NY 11245 

37.66%

Natixis Investment Managers LP 

Boston, MA 02116 

25.23%

LPL Financial 

San Diego, CA 92121 

20.57%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

11.23%
WCM Focused International Value Fund  
Investor Class

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

47.52%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

28.76%

P. Jovanovic 

Rolling Hills Estates, CA 90274 

18.72%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

80.37%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

8.63%

National Financial Services LLC 

New York, NY 10281 

6.10%
WCM Focused International Opportunities Fund
Investor Class

National Financial Services LLC 

New York, NY 10281 

91.41%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

7.80%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

45.63%

B-40

 

Principal Shareholder Percentage of Total Outstanding Shares of the Class as of March 31, 2024

National Financial Services LLC 

New York, NY 10281 

27.89%

JP Morgan Securities LLC 

Brooklyn, NY 11245 

11.44%

Pershing LLC 

Jersey City, NJ 07303 

8.14%
WCM Focused Emerging Markets ex China Fund
Investor Class

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

100.00%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

90.54%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

9.46%
WCM Mid Cap Quality Value Fund
Investor Class

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

97.36%
Institutional Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

68.62%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

31.38%
WCM Quality Dividend Growth Fund
Investor Class

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

49.84%

WCM Investment Management, LLC 

Laguna Beach, CA 92651 

25.55%

Raymond James Assoc. Inc. 

Houston, TX 77024 

24.61%
Institutional Class  

JP Morgan Securities LLC 

Brooklyn, NY 11245 

62.23%

Charles Schwab & Co., Inc. 

San Francisco, CA 94105 

22.51%

 

1The Funds have no information regarding the beneficial owners of Fund shares owned through accounts with financial intermediaries.

 

As of March 31, 2024, the Trustees and officers of the Trust as a group did not own more than 1% of the outstanding shares of any of the Funds. Furthermore, neither the Independent Trustees, nor members of their immediate families, own securities beneficially or of record in the Advisor, the Funds’ distributor, Natixis Distribution, LLC (the “Distributor”), or any of their respective affiliates.

B-41

 

The Advisor

 

WCM Investment Management, LLC located at 281 Brooks Street, Laguna Beach, California 92651, acts as investment advisor to the Funds pursuant to an investment advisory agreement (the “Advisory Agreement”). 75.1% of the Advisor is owned by its employees and 24.9% is owned by Natixis Investment Managers, LLC (“NIM”). NIM is part of Natixis Investment Managers, an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 7 promenade Germain Sablon, 75013 Paris, France. The registered address of BPCE is 7 promenade Germain Sablon, 75013 Paris, France. The Advisor’s CEO, Paul R. Black, and its Chairman, Kurt R. Winrich, each own 18.6% of WCM and each retain over 25% of its voting interest.

 

Subject to such policies as the Board of Trustees may determine, the Advisor is ultimately responsible for investment decisions for the Funds. Pursuant to the terms of the Advisory Agreement, the Advisor provides the Funds with such investment advice and supervision as it deems necessary for the proper supervision of the Funds’ investments. The Advisor also continuously monitors and maintains the Funds’ investment criteria and determines from time to time what securities may be purchased by the Funds.

 

The Advisory Agreement will continue in effect with respect to a Fund from year to year only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds’ outstanding voting securities and by a majority of the Trustees who are not parties to the Advisory Agreement or interested persons of any such party, at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory Agreement is terminable without penalty by the Trust on behalf of a Fund, upon giving the Advisor 60 days’ notice when authorized either by a majority vote of the Fund’s shareholders or by a vote of a majority of the Board, or by the Advisor on 60 days’ written notice, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Advisory Agreement provides that the Advisor shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the Advisory Agreement, except for a loss resulting from a breach of fiduciary duty, or for a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from reckless disregard by the Advisor of its duties under the Advisory Agreement.

 

In consideration of the services to be provided by the Advisor pursuant to the Advisory Agreement, the Advisor is entitled to receive from each Fund an investment advisory fee computed daily and paid monthly based on an annual rate equal to a percentage of each Fund’s average daily net assets specified in the Prospectus.

 

Fund Expenses

 

Each Fund is responsible for its own operating expenses (all of which will be borne directly or indirectly by the Fund’s shareholders), including among others, legal fees and expenses of counsel to the Funds and the Funds’ Independent Trustees; insurance (including Trustees’ and officers’ errors and omissions insurance); auditing and accounting expenses; taxes and governmental fees; listing fees; dues and expenses incurred in connection with membership in investment company organizations; fees and expenses of the Funds’ custodians, administrators, transfer agents, registrars and other service providers; expenses for portfolio pricing services by a pricing agent, if any; expenses in connection with the issuance and offering of shares; expenses relating to investor and public relations; expenses of registering or qualifying securities of the Funds for public sale; brokerage commissions and other costs of acquiring or disposing of any portfolio holding of the Funds; expenses of preparation and distribution of reports, notices and dividends to shareholders; expenses of the dividend reinvestment plan; compensation and expenses of Trustees; any litigation expenses; and costs of shareholders’ and other meetings.

 

The Advisor has contractually agreed, however, to waive its fees and/or pay for operating expenses of each Fund to ensure that the total annual fund operating expenses (excluding, as applicable, any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed the limit set forth below. This agreement is effective until April 30, 2025, with respect to the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, and WCM International Small Cap Growth Fund, and April 30, 2034, with respect to the WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund. Each agreement may be terminated or amended prior to the end of the term with the approval of the Board.

B-42

 

Fund Expense Limit as Percent of Average Daily Net Assets

Investor 

Class

Institutional Class
WCM Focused International Growth Fund 1.50% 1.25%
WCM Focused Emerging Markets Fund 1.50% 1.25%
WCM Focused Global Growth Fund 1.30% 1.05%
WCM International Small Cap Growth Fund N/A 1.25%
WCM Small Cap Growth Fund 1.24% 0.99%
WCM SMID Quality Value Fund 1.10% 0.85%
WCM China Quality Growth Fund 1.50% 1.25%
WCM Developing World Equity Fund(1) 1.20% 0.95%
WCM International Equity Fund(2) 1.10% 0.85%
WCM Focused International Value Fund 1.50% 1.25%
WCM Focused International Opportunities Fund 1.50% 1.25%
WCM Mid Cap Quality Value Fund 1.25% 1.00%
WCM Focused Emerging Markets ex China Fund 1.50% 1.25%
WCM Quality Dividend Growth Fund 1.24% 0.99%
(1) With respect to the WCM Developing World Equity Fund, effective October 1, 2023, the Advisor agreed to reduce the expense caps from 1.50% and 1.25% to 1.20% and 0.95% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively. 
(2) With respect to the WCM International Equity Fund, effective October 1, 2023, the Advisor agreed to reduce the expense caps from 1.35% and 1.10% to 1.10% and 0.85% of the average daily net assets of the Fund’s Investor Class and Institutional Class shares, respectively.

 

Any reduction in advisory fees or payment of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by the Fund for a period ending three full fiscal years, with respect to the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund, and WCM International Small Cap Growth Fund, after the date of reduction or payment if the Advisor so requests. Any reduction in advisory fees or payment of a Fund’s expenses made by the Advisor in a fiscal year may be reimbursed by the Fund for a period ending three years with respect to the WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, WCM Focused International Opportunities Fund, WCM Mid Cap Quality Value Fund, WCM Focused Emerging Markets ex China Fund, and WCM Quality Dividend Growth Fund after the date of reduction or payment if the Advisor so requests. This reimbursement may be requested from a Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. However, the reimbursement amount may not exceed the total amount of fees waived and/or Fund expenses paid by the Advisor and will not include any amounts previously reimbursed to the Advisor by a Fund. Any such reimbursement is contingent upon the Board’s subsequent review of the reimbursed amounts. A Fund must pay current ordinary operating expenses before the Advisor is entitled to any reimbursement of fees and/or Fund expenses.

 

The Funds paid the following advisory fees to the Advisor for the periods indicated:

B-43

 

  Advisory Fees Accrued

Advisory Fees (Waived)/ 

Recouped 

Advisory Fee Retained
For the Fiscal Year Ended December 31, 2023    
WCM Focused International Growth Fund $144,867,949 $0 $144,867,949
WCM Focused Emerging Markets Fund $14,063,958 $(256,439) $13,807,519
WCM Focused Global Growth Fund $2,792,499 $(308,207) $2,484,292
WCM International Small Cap Growth Fund $3,084,217 $(238,836) $2,845,381
WCM Small Cap Growth Fund $348,236 $(306,101) $42,135
WCM SMID Quality Value Fund $1,116,310 $(546,548) $569,762
WCM China Quality Growth Fund $62,418 $(62,418) $0
WCM Developing World Equity Fund $22,276 $(22,276) $0
WCM International Equity Fund $615,408 $(324,822) $290,586
WCM Focused International Value Fund $97,416 $(97,416) $0
WCM Focused International Opportunities Fund $322,107 $(256,598) $65,509
WCM Mid Cap Quality Value Fund $6,615 $(6,615) $0
WCM Focused Emerging Markets ex China Fund $21,078 $(21,078) $0
WCM Quality Dividend Growth Fund(1) $2,530 $(2,530) $0
For the Fiscal Period May 1, 2022, through December 31, 2022    
WCM Focused International Growth Fund $98,580,762 $0 $98,580,762
WCM Focused Emerging Markets Fund $10,427,232 $(1,199,965) $9,227,267
WCM Focused Global Growth Fund $1,960,909 $(330,902) $1,630,007
WCM International Small Cap Growth Fund $2,490,418 $(579,715) $1,910,703
WCM Small Cap Growth Fund $234,582 $(210,046) $24,536
WCM SMID Quality Value Fund $660,849 $(276,881) $383,968
WCM China Quality Growth Fund $64,012 $(64,012) $0
WCM Developing World Equity Fund $16,708 $(16,708) $0
WCM International Equity Fund $99,193 $(99,193) $0
WCM Focused International Value Fund $99,920 $(99,920) $0
WCM Focused International Opportunities Fund $175,173 $(175,173) $0
WCM Mid Cap Quality Value Fund(2) $1,713 $(1,713) $0
WCM Focused Emerging Markets ex China Fund(3) $41 $(41) $0
WCM Quality Dividend Growth Fund(1) N/A N/A N/A
For the Fiscal Year Ended April 30, 2022      
WCM Focused International Growth Fund $221,498,750 $0 $221,498,750
WCM Focused Emerging Markets Fund $23,313,666 $(2,194,968) $21,118,698
WCM Focused Global Growth Fund $4,594,743 $(512,187) $4,082,556
WCM International Small Cap Growth Fund $8,271,001 $(753,667) $7,517,334
WCM Small Cap Growth Fund $531,966 $(188,353) $343,613
WCM SMID Quality Value Fund $1,033,940 $(533,195) $500,745
WCM China Quality Growth Fund $144,514 $(144,514) $0
WCM Developing World Equity Fund $25,138 $(25,138) $0
WCM International Equity Fund $33,473 $(33,473) $0
WCM Focused International Value Fund $77,490 $(77,490) $0
WCM Focused International Opportunities Fund $101,256 $(101,256) $0
WCM Mid Cap Quality Value Fund(2) N/A N/A N/A
 WCM Focused Emerging Markets ex China Fund(3) N/A N/A N/A
WCM Quality Dividend Growth Fund(1) N/A N/A N/A

B-44

 

For the Fiscal Year Ended April 30, 2021      
WCM Focused International Growth Fund $161,913,299 $0 $161,913,299
WCM Focused Emerging Markets Fund $11,463,491 $(376,409) $11,087,082
WCM Focused Global Growth Fund $3,395,154 $(560,831) $2,834,323
WCM International Small Cap Growth Fund $3,714,961 $(325,930) $3,389,031
WCM Small Cap Growth Fund $309,137 $(254,994) $54,143
WCM SMID Quality Value Fund $588,881 $(421,601) $167,280
WCM China Quality Growth Fund $68,509 $(68,509) $0
WCM Developing World Equity Fund $9,664 $(9,664) $0
WCM International Equity Fund $8,625 $(8,625) $0
WCM Focused International Value Fund(4) $11,450 $(11,450) $0
WCM Focused International Opportunities Fund(5) $565 $(565)     $0
WCM Mid Cap Quality Value Fund(2) N/A N/A N/A
WCM Focused Emerging Markets ex China Fund(3) N/A N/A N/A
WCM Quality Dividend Growth Fund(1) N/A N/A N/A
(1) The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023. 
(2) The WCM Mid Cap Quality Value Fund commenced operations on July 28, 2022. 
(3) The WCM Focused Emerging Markets ex China Fund commenced operations on December 29, 2022. 
(4) For the period of June 29, 2020, through April 30, 2021. 
(5) The WCM Focused International Opportunities Fund commended operations on March 30, 2021.

 

Portfolio Managers

 

The WCM Focused International Growth Fund is team-managed by Sanjay Ayer, CFA, Paul R. Black, Michael B. Trigg, and Jon Tringale.

 

The WCM Focused Emerging Markets Fund is team-managed by Sanjay Ayer, CFA, Gregory S. Ise, CFA, Mike Tian, CFA, and Michael B. Trigg.

 

The WCM Focused Global Growth Fund is team-managed by Sanjay Ayer, CFA, Paul R. Black, Michael B. Trigg, and Jon Tringale.

 

The WCM International Small Cap Growth Fund is team-managed by Sanjay Ayer, CFA and Gregory S. Ise, CFA.

 

The WCM Small Cap Growth Fund is team-managed by Chad Hoffman and John Rackers.

 

The WCM SMID Quality Value Fund is team-managed by Jon Detter, Anthony Glickhouse, and Pat McGee.

 

The WCM China Quality Growth Fund is managed by Mike Tian, CFA.

 

The WCM Developing World Equity Fund is team-managed by Pablo Echavarria, Rolf Kelly, and Rob Quirk.

 

The WCM International Equity Fund is team-managed by Pablo Echavarria, Rolf Kelly, and Rob Quirk.

 

The WCM Focused International Value Fund is team-managed by Drew French and Andrew Wiechert.

 

The WCM Focused International Opportunities Fund is team-managed by Gregory Ise, CFA and Tamara Manoukian.

 

The WCM Mid Cap Quality Value Fund is team-managed by Jon Detter, Anthony Glickhouse, and Pat McGee.

 

The WCM Focused Emerging Markets ex China Fund is team-managed by Gregory S. Ise, CFA, and Mike Tian, CFA.

 

The WCM Quality Dividend Growth Fund is team-managed by Cameron K. Martin and Reid C. Weaver, CFA.

B-45

 

Other Accounts Managed by the Portfolio Managers. The portfolio managers jointly manage other accounts. Information on these other accounts is as follows, as of December 31, 2023.

 

Portfolio Managers Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts
Number of Accounts

Total Assets 

(in millions) 

Number of
Accounts

Total Assets  

(in millions) 

Number of
Accounts

Total Assets  

(in millions) 

Sanjay Ayer, CFA 23 $8,484.03 34 $10,233.18 497 $41,014.19
Paul R. Black 19 $7,783.86 25 $9,126.13 490 $40,734.43
Jon Detter 3 $674.78 0 $0.00 19 $460.07
Pablo Echavarria 0 $0.00 0 $0.00 1 $2.40
Drew French 0 $0.00 0 $0.00 7 $58.36
Anthony Glickhouse 3 $674.78 0 $0.00 19 $460.07
Chad Hoffman 1 $507.53 1 $157.49 41 $297.51
Gregory S. Ise, CFA 4 $700.16 6 $624.05 6 $385.42
Rolf Kelly 0 $0.00 0 $0.00 1 $2.40
Tamara Manoukian 0 $0.00 0 $0.00 2 $118.37
Cam Martin 0 $0.00 0 $0.00 1 $1.45
Pat McGee 3 $674.78 0 $0.00 19 $460.07
Rob Quirk 0 $0.00 0 $0.00 1 $2.40
John Rackers 1 $507.53 1 $157.49 41 $297.51
Mike Tian, CFA 3 $369.70 4 $402.87 1 $2.01
Michael B. Trigg 21 $8,148.33 29 $9,529.01 490 $40,734.43
Jon Tringale 19 $7,783.86 25 $9,126.13 490 $40,734.43
Reid Weaver 0 $0.00 0 $0.00 1 $1.45
Andrew Wiechert 0 $0.00 0 $0.00 7 $58.36

 

Portfolio Managers Number of Accounts with Advisory Fee Based on Performance
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts
Number of Accounts

Total Assets 

(in millions) 

Number of Accounts

Total Assets 

(in millions) 

Number of Accounts

Total Assets 

(in millions) 

Sanjay Ayer, CFA 0 $0.00 4 $561.70 8 $1,522.07
Paul R. Black 0 $0.00 3 $514.68 8 $1,522.07
Jon Detter 0 $0.00 0 $0.00 0 $0.00
Pablo Echavarria 0 $0.00 0 $0.00 0 $0.00
Drew French 0 $0.00 0 $0.00 0 $0.00
Anthony Glickhouse 0 $0.00 0 $0.00 0 $0.00
Chad Hoffman 0 $0.00 0 $0.00 0 $0.00
Gregory S. Ise, CFA 0 $0.00 1 $47.01 0 $0.00
Rolf Kelly 0 $0.00 0 $0.00 0 $0.00
Tamara Manoukian 0 $0.00 0 $0.00 0 $0.00
Cam Martin 0 $0.00 0 $0.00 0 $0.00
Pat McGee 0 $0.00 0 $0.00 0 $0.00
Rob Quirk 0 $0.00 0 $0.00 0 $0.00
John Rackers 0 $0.00 0 $0.00 0 $0.00
Mike Tian, CFA 0 $0.00 0 $0.00 0 $0.00
Michael B. Trigg 0 $0.00 3 $514.68 8 $1,522.07
Jon Tringale 0 $0.00 3 $514.68 8 $1,522.07
Reid Weaver 0 $0.00 0 $0.00 0 $0.00
Andrew Wiechert 0 $0.00 0 $0.00 0 $0.00

 

Material Conflicts of Interest. Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. Where conflicts of interest arise between a Fund and other accounts managed by the portfolio manager, the Advisor will proceed in a manner that ensures that any Fund will not be treated less favorably. There may be instances where similar portfolio transactions may be executed for the same security for numerous accounts managed by the portfolio managers. In such instances, securities will be allocated in accordance with the Advisor’s trade allocation policy.

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Compensation. WCM’s compensation practices employ a multi-pronged approach and play an important role in rewarding and retaining key professionals, whether investment (research), sales, or operations. To be clear, compensation arrangements are not determined on the basis of the number of accounts managed or the performance of specific funds.

 

For investment (research) professionals, compensation breakdown includes:

 

Base Salaries: all investment professionals receive competitive base salaries reflective of their role and contribution to the investment (research) team.

 

Bonuses: Additional compensation comes in the form of periodic (nominally semi-annual) bonuses. WCM employs a qualitative, discretionary bonus system to incentivize and reward our team members based primarily on their performance in contributing to team results. This springs from our belief (supported by various academic studies) that small, cohesive, collaborative teams can and do provide better results than “star systems” or “armies of analysts”. And even though we subscribe to that old aphorism, “the whole can be greater than the sum of the parts,” individual performance is not ignored—it simply plays a subordinate role to team success. These evaluations are made on a regular basis by the investment (research) team leaders, utilizing a review system that begins with a “return-on-time” assessment for each investment (research) team member and is then supplemented, reviewed, and approved by the firm’s Leadership Team.

 

Profit-Sharing: WCM does not utilize a cash profit-sharing plan, but we do include a profit-sharing component in the Employee Benefit Plan (see below).

 

Employee Benefit Plan: All employees are eligible to participate in the WCM Employee Savings Plan (the “401(k)”) after six full months of employment. Besides the normal employee pre-tax deferral, the 401(k) has two possible employer components: 1) discretionary employer match, and 2) discretionary employer profit-sharing contribution. Currently, the only employer component being utilized is the profit sharing component, which is determined annually and contributes a substantial amount to each employee’s retirement account. There is no vesting period for employer contributions.

 

Equity Ownership: All employees, upon completing three years of full-time employment, are eligible to be offered (and purchase) ownership. Further, WCM groups our partners into two categories: Principal Partners (owners of more than 1% of outstanding interest), and Regular Partners (owners of less than 1% outstanding interest).

 

The Portfolio Managers for the WCM Small Cap Growth Fund, WCM SMID Quality Value Fund, WCM China Quality Growth Fund, WCM Developing World Equity Fund, WCM International Equity Fund, WCM Focused International Value Fund, and WCM Mid Cap Quality Value Fund are compensated with a base salary and a fixed percentage of the fees the firm receives from clients invested in the respective Fund.

 

WCM categorizes its non-investment (non-research) personnel into two groups: Sales, and Operations. Compensation breakdown for these non-investment (non-research) personnel is identical in form and structure to that for investment (research) personnel with two differences:

 

1.Evaluations forming the basis for our qualitative, discretionary bonus system are made by the apropos team leaders, but are still supplemented, reviewed, and approved by the firm’s Leadership Team;
2.For Sales personnel only, an additional component in compensation is an ongoing revenue share intended to incentivize both sales and client service.

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Ownership of the Funds by the Portfolio Managers. The following chart sets forth the dollar range of Fund shares owned by each portfolio manager as of December 31, 2023.

 

    Dollar Range of Securities in the Funds
(None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
$100,001 - $500,000, $500,001 - $1,000,000, Over $1,000,000)
 
Name of Portfolio Manager

WCM Focused 

International 

Growth  

Fund 

WCM Focused 

Emerging 

Markets Fund 

WCM Focused 

Global 

Growth Fund 

WCM International 

Small Cap 

Growth  

Fund 

WCM Small 

Cap Growth Fund 

WCM SMID Quality Value 

Fund 

WCM China Quality Growth Fund WCM Developing World Equity Fund

WCM International Equity  

Fund 

WCM Focused International Value  

Fund 

WCM Focused International Opportunities Fund 

WCM Mid Cap Quality Value  

Fund 

WCM Focused Emerging Markets ex China Fund WCM Quality Dividend Growth Fund*
Sanjay Ayer, CFA

Over 

$1,000,000 

$500,001 - $1,000,000 Over $1,000,000 $100,001 - $500,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Paul R. Black

Over 

$1,000,000 

N/A Over $1,000,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Jon Detter N/A N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A N/A $100,001 - $500,000 N/A N/A
Pablo Echavarria N/A N/A N/A N/A N/A N/A N/A $100,001 - $500,000 $100,001 - $500,000 N/A N/A N/A N/A N/A
Drew French N/A N/A N/A N/A N/A N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A
Anthony Glickhouse N/A N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A N/A

$1 – 

$10,000 

N/A N/A
Chad Hoffman N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A
Gregory S. Ise, CFA N/A $50,001 -$100,000 N/A $500,001 - $1,000,000 N/A N/A N/A N/A N/A N/A $100,001 - $500,000 N/A None N/A
Rolf Kelly N/A N/A N/A N/A N/A N/A N/A $500,001 - $1,000,000 $500,001 - $1,000,000 N/A N/A N/A N/A N/A
Tamara Manoukian N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A $50,001-$100,000 N/A N/A N/A
Cameron K. Martin N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A $50,001 -$100,000
Pat McGee N/A N/A N/A N/A N/A $50,001 -$100,000 N/A N/A N/A N/A N/A $100,001 - $500,000 N/A N/A
Rob Quirk N/A N/A N/A N/A N/A N/A N/A None None N/A N/A N/A N/A N/A
John Rackers N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A
Mike Tian, CFA N/A None N/A N/A N/A N/A $100,001 - $500,000 N/A N/A N/A N/A N/A None N/A
Michael B. Trigg

Over 

$1,000,000 

Over $1,000,000 Over $1,000,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Jon Tringale None N/A None N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Reid C. Weaver, CFA N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A $50,001 -$100,000
Andrew Wiechert N/A N/A N/A N/A N/A N/A N/A N/A N/A Over $1,000,000 N/A N/A N/A N/A
* The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

Service Providers

 

Pursuant to a co-administration agreement (the “Co-Administration Agreement”), UMB Fund Services, Inc. (“UMBFS”), 235 West Galena Street, Milwaukee, Wisconsin 53212, and Mutual Fund Administration, LLC (“MFAC”), 2220 E. Route 66, Suite 226, Glendora, California 91740 (collectively the “Co-Administrators”), act as co-administrators for the Funds. The Co-Administrators provide certain administrative services to the Funds, including, among other responsibilities, coordinating the negotiation of contracts and fees with, and the monitoring of performance and billing of, the Funds’ independent contractors and agents; preparing for signature by an officer of the Trust of all documents required to be filed for compliance with applicable laws and regulations including those of the securities laws of various states; arranging for the computation of performance data, including net asset value and yield; arranging for the maintenance of books and records of the Funds; and providing, at their own expense, office facilities, equipment and personnel necessary to carry out their duties. In this capacity, the Co-Administrators do not have any responsibility or authority for the management of the Funds, the determination of investment policy, or for any matter pertaining to the distribution of Fund shares. The Co-Administration Agreement provides that neither Co-Administrator shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or its series, except for losses resulting from a Co-Administrator’s willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under the Agreement.

 

Pursuant to the Co-Administration Agreement, the Funds pay the Co-Administrators a fee for administration services. The fee is payable monthly based on the Funds’ average daily net assets.

B-48

 

The Funds paid the following co-administration fees for the periods indicated:

 

Fund For the Fiscal Year Ended December 31, 2023 For the period  May 1, 2022, through December 31, 2022 For the Fiscal Year Ended April 30, 2022 For the Fiscal Year Ended April 30, 2021
WCM Focused International Growth Fund $8,584,200 $5,892,018 $12,778,439 $9,565,994
WCM Focused Emerging Markets Fund $817,081 $636,716 $1,379,287 $654,896
WCM Focused Global Growth Fund $277,772 $208,328 $408,859 $325,709
WCM International Small Cap Growth Fund $256,840 $223,067 $564,538 $292,096
WCM Small Cap Growth Fund $54,912 $39,693 $75,542 $59,501
WCM SMID Quality Value Fund $154,965 $76,170 $128,022 $82,083
WCM China Quality Growth Fund $50,656 $34,812 $57,504 $53,145
WCM Developing World Equity Fund $52,629 $39,462 $52,549 $51,408
WCM International Equity Fund $98,469 $35,330 $52,484 $51,707
WCM Focused International Value Fund $58,815 $33,403 $47,059 $44,176(1)
WCM Focused International Opportunities Fund $51,688 $39,695 $53,346 $2,297(2)
WCM Mid Cap Quality Value Fund(3) $54,365 $18,038 N/A N/A
WCM Focused Emerging Markets ex China Fund(4) $54,196 $219 N/A N/A
WCM Quality Dividend Growth Fund(5) $23,397 N/A N/A N/A

 

1For the period of June 29, 2020, through April 30, 2021.

2For the period of March 30, 2021, through April 30, 2021.

3The WCM Mid Cap Quality Value Fund commenced operations on July 28, 2022.

4The WCM Focused Emerging Markets ex China Fund commenced operations on December 29, 2022.

5The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

UMBFS also acts as the Trust’s fund accountant, transfer agent and dividend disbursing agent pursuant to separate agreements.

 

UMB Bank, n.a. (the “Custodian”), an affiliate of UMBFS, is the custodian of the assets of the Funds pursuant to a custody agreement between the Custodian and the Trust, whereby the Custodian provides services for fees on a transactional basis plus out-of-pocket expenses. The Custodian’s address is 928 Grand Boulevard, Kansas City, Missouri 64106. The Custodian does not participate in decisions pertaining to the purchase and sale of securities by the Funds.

 

Tait, Weller & Baker LLP (“Tait Weller”), Two Liberty Place, 50 S. 16th Street, Suite 2900, Philadelphia, Pennsylvania 19102-2529, is the independent registered public accounting firm for the Funds. Its services include auditing the Funds’ financial statements and the performance of related tax services.

 

Morgan, Lewis & Bockius LLP (“Morgan Lewis”), 600 Anton Boulevard, Suite 1800, Costa Mesa, California 92626, serves as legal counsel to the Trust.

 

Paul Hastings LLP (“Paul Hastings”), 101 California Street, 48th Floor, San Francisco, California 94111, serves as legal counsel to the Independent Trustees.

B-49

 

Distributor and the Distribution Agreement

 

Natixis Distribution, LLC is the distributor (also known as the principal underwriter) of the shares of the Funds and is located at 888 Boylston Street, Suite 800, Boston, Massachusetts 02199-8197. The Distributor is a registered broker-dealer and is a member of FINRA. The Distributor is affiliated with the Advisor, but it is not affiliated with the Trust or any other service provider for the Funds.

 

Under a distribution agreement with the Trust dated April 22, 2019 (the “Distribution Agreement”), the Distributor acts as the agent of the Trust in connection with the continuous offering of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.

 

The Distributor may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Funds. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Funds and/or the Advisor, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.

 

Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although customers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a 12b-1 plan is effective. The Advisor pays the Distributor a fee for certain distribution-related services.

 

The Distribution Agreement has an initial term of up to two years and will continue in effect only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds’ outstanding voting securities in accordance with the 1940 Act. The Distribution Agreement is terminable without penalty by the Trust on behalf of a Funds on no less than 60 days’ written notice when authorized either by a vote of a majority of the outstanding voting securities of the Fund. or by vote of a majority of the members of the Board who are not “interested persons” (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the operation of the Distribution Agreement, or by the Distributor, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Distribution Agreement provides that the Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of the Distributor’s obligations and duties under the Distribution Agreement, except a loss resulting from the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of such duties and obligations, or by reason of its reckless disregard thereof.

 

Rule 12b-1 Plan

 

The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan") that provides for the Funds’ assets to be used for the payment for distribution services for Investor Class shares. The 12b-1 Plan provides alternative methods for paying sales charges and may help the Funds grow or maintain asset levels to provide operational efficiencies and economies of scale. The 12b-1 Plan also provides for the payment of service fees in connection with the provision of post-sales shareholder liaison services to holders of Investor Class shares, as defined in FINRA regulations, including personal services such as responding to customer inquiries, and services related to the maintenance of shareholder accounts. Because 12b-1 fees are paid out of Fund assets attributable to Investor Class shares on an ongoing basis, they will, over time, increase the cost of an investment and may cost more than other types of sales charges.

B-50

 

The 12b-1 Plan provides that the distribution fees paid by Investor Class Shares of a Fund may be used to pay for any expenses primarily intended to result in the sale of shares of such Class, including, but not limited to: (a) costs of payments, including incentive compensation, made to agents for and consultants to the Distributor or the Trust, including pension administration firms that provide distribution services and broker-dealers that engage in the distribution of the shares of such Class of the Fund; (b) payments made to, and expenses of, persons who provide support services in connection with the distribution of shares of such Class of the Fund; (c) payments made pursuant to any dealer agreements between the Distributor and certain broker-dealers, financial institutions and other service providers with respect to such Class of the Fund; (d) costs relating to the formulation and implementation of marketing and promotional activities; (e) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective shareholders of such Class of the Fund; (f) costs involved in preparing, printing and distributing sales literature pertaining to such Class of the Fund; (g) costs involved in obtaining such information, analyses and reports with respect to marketing and promotional activities that the Trust may deem advisable with respect to such Class of the Fund; and (h) reimbursement to the Advisor for expenses advanced on behalf of the Fund or Class with respect to such activities. The 12b-1 Plan is a compensation plan, which means that the Distributor is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses only for expenses incurred. The Distributor does not retain any 12b-1 fees for profit. All 12b-1 fees are held in a retention account by the Distributor to pay for and/or reimburse the Advisor for distribution-related expenditures.

 

The 12b-1 Plan may not be amended to materially increase the amount to be paid by a Fund’s Investor Class shares for distribution services without the vote of a majority of the outstanding voting securities of such shares. The 12b-1 Plan will continue in effect indefinitely with respect to a Class, provided that such continuance is approved at least annually by a vote of a majority of the Trustees, including the Independent Trustees, cast in person at a meeting called for such purpose or by vote of at least a majority of the outstanding voting securities of such Class. The 12b-1 Plan may be terminated with respect to a Class at any time without penalty by vote of a majority of the Independent Trustees or by vote of the majority of the outstanding voting securities of such Class.

 

If the 12b-1 Plan is terminated for a Fund's Investor Class shares in accordance with its terms, the obligation of the Fund to make payments pursuant to the Distributor pursuant to the 12b-1 Plan will cease and the Fund will not be required to make any payments past the termination date. Thus, there is no legal obligation for a Fund to pay any expenses incurred by the Distributor other than fees already payable under the 12b-1 Plan, if the 12b-1 Plan is terminated in accordance with its terms for any reason.

 

The following table shows the 12b-1 fees paid pursuant to the 12b-1 Plan for the fiscal year ended December 31, 2023:

 

  Advertising/Marketing Printing/ Postage Payment to distributor Payment to dealers Compensation to sales personnel Interest, carrying, or other financing charges Other Total
WCM Focused International Growth Fund $0 $0 $1,827,127 $0 $0 $0 $0 $1,827,127
WCM Focused Emerging Markets Fund $0 $0 $293,295 $0 $0 $0 $0 $293,295
WCM Focused Global Growth Fund $0 $0 $40,905 $0 $0 $0 $0 $40,905
WCM International Small Cap Growth Fund* $0 $0 $0 $0 $0 $0 $0 $0
WCM Small Cap Growth Fund $0 $0 $249 $0 $0 $0 $0 $249
WCM SMID Quality Value Fund $0 $0 $567 $0 $0 $0 $0 $567
WCM China Quality Growth Fund $0 $0 $321 $0 $0 $0 $0 $321
WCM Developing World Equity Fund $0 $0 $831 $0 $0 $0 $0 $831
WCM International Equity Fund $0 $0 $1,292 $0 $0 $0 $0 $1,292
WCM Focused International Value Fund $0 $0 $93 $0 $0 $0 $0 $93
WCM Focused International Opportunities Fund $0 $0 $327 $0 $0 $0 $0 $327
WCM Mid Cap Quality Value Fund $0 $0 $27 $0 $0 $0 $0 $27
WCM Focused Emerging Markets ex China Fund $0 $0 $28 $0 $0 $0 $0 $28
WCM Quality Dividend Growth Fund(1) $0 $0 $17 $0 $0 $0 $0 $17

B-51

 

* Fund has not adopted a 12b-1 Plan.

1The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

Shareholder Service Plan

 

The Board has adopted, on behalf of the Funds, a Shareholder Service Plan (the “Service Plan”) under which the Advisor will provide, or arrange for others (such as banks, trusts companies, broker-dealers and other financial intermediaries (each, a “Service Organization”)) to provide, certain specified non-distribution shareholder servicing functions for Fund shares owned by its respective customers, including but not limited to (a) establishing and maintaining accounts and records relating to customers who invest in the Fund; (b) aggregating and processing orders involving Fund shares; (c) processing dividend and other distribution payments from the Fund on behalf of customers; (d) preparing tax reports or forms on behalf of customers; (e) forwarding communications from the Fund; (f) providing sub-accounting with respect to Fund shares; (g) providing customers with a service that invests the assets of their accounts in Fund shares pursuant to specific or pre-authorized instructions; and (h) providing such other similar services as the Advisor may reasonably request to the extent it or a Service Organization is permitted to do so under applicable statutes, rules or regulations. Each Fund will pay the Advisor or Service Organizations, as applicable, at an annual rate of up to 0.15% of the Fund’s average daily net assets, payable monthly. The amount paid by each Fund to any Service Organization may be expressed in terms of a dollar amount per shareholder account in the Fund held by clients of the Service Organization agent, and/or in terms of percentage of the net assets of such accounts.

 

The following shareholder service fees were paid for the fiscal year ended December 31, 2023, by each Fund:

 

Fund Shareholder Service Fees
WCM Focused International Growth Fund $16,954,006
WCM Focused Emerging Markets Fund $888,644
WCM Focused Global Growth Fund $293,129
WCM International Small Cap Growth Fund $149,237
WCM Small Cap Growth Fund $30,237
WCM SMID Quality Value Fund $128,181
WCM China Quality Growth Fund $4,127
WCM Developing World Equity Fund $2,927
WCM International Equity Fund $71,325
WCM Focused International Value Fund $8,476
WCM Focused International Opportunities Fund $22,610
WCM Mid Cap Quality Value Fund $1,166
WCM Focused Emerging Markets ex China Fund $3,137
WCM Quality Dividend Growth Fund(1) $555

 

1The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

 

Marketing and Support Payments

 

The Advisor, out of its own resources and without additional cost to the Funds or its shareholders, may provide cash payments or other compensation to certain financial intermediaries who sell shares of the Funds. These payments are in addition to other fees described in the Funds’ Prospectus and this SAI, and are generally provided for shareholder services or marketing support. Payments for marketing support are typically for inclusion of the Funds on sales lists, including electronic sales platforms. Investors may wish to take these payments into account when considering and evaluating recommendations to purchase shares of the Funds.

B-52

 

PORTFOLIO TRANSACTIONS AND BROKERAGE

 

Pursuant to the Advisory Agreement, the Advisor determines which securities are to be purchased and sold by the Funds and which broker-dealers are eligible to execute the Funds’ portfolio transactions. The purchases and sales of securities in the OTC market will generally be executed by using a broker for the transaction.

 

Purchases of portfolio securities for the Funds also may be made directly from issuers or from underwriters. Where possible, purchase and sale transactions will be effected through dealers (including banks) that specialize in the types of securities which the Funds will be holding unless better executions are available elsewhere. Dealers and underwriters usually act as principals for their own accounts. Purchases from underwriters will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the bid and the asked price. If the execution and price offered by more than one dealer or underwriter are comparable, the order may be allocated to a dealer or underwriter that has provided research or other services as discussed below.

 

In placing portfolio transactions, the Advisor will use its reasonable efforts to choose broker-dealers capable of providing the services necessary to obtain the most favorable price and execution available. The full range and quality of services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the broker-dealer involved, the risk in positioning the block of securities, and other factors. In those instances where it is reasonably determined that more than one broker-dealer can offer the services needed to obtain the most favorable price and execution available, consideration may be given to those broker-dealers which furnish or supply research and statistical information to the Advisor that they may lawfully and appropriately use in their investment advisory capacities, as well as provide other services in addition to execution services. The Advisor considers such information, which is in addition to and not in lieu of the services required to be performed by it under its Advisory Agreement with the Funds, to be useful in varying degrees, but of indeterminable value.

 

While it is the Funds’ general policy to seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the Funds, weight is also given to the ability of a broker-dealer to furnish brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, to the Funds or to the Advisor, even if the specific services are not directly useful to the Funds and may be useful to the Advisor in advising other clients. In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Funds may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Advisor to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer. The standard of reasonableness is to be measured in light of the Advisor’s overall responsibilities to the Funds.

 

Investment decisions for a Fund are made independently from those of other client accounts that may be managed or advised by the Advisor. Nevertheless, it is possible that at times, identical securities will be acceptable for both the Funds and one or more of such client accounts. In such event, the position of the Funds and such client accounts in the same issuer may vary and the holding period may likewise vary. However, to the extent any of these client accounts seek to acquire the same security as the Funds at the same time, the Funds may not be able to acquire as large a position in such security as it desires, or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Funds may not be able to obtain as high a price for, or as large an execution of, an order to sell any particular security at the same time as the Advisor’s other client accounts.

 

The Funds do not effect securities transactions through brokers in accordance with any formula, nor do they effect securities transactions through brokers for selling shares of the Funds. However, broker-dealers who execute brokerage transactions may effect purchase of shares of the Funds for their customers.

 

Each Fund paid the following brokerage and soft dollar commissions for the periods indicated:

B-53

 

 

Brokerage

Commissions

Soft Dollar

Commissions

For the Fiscal Year Ended December 31, 2023  
WCM Focused International Growth Fund $9,247,414 $1,410,562
WCM Focused Emerging Markets Fund $2,448,076 $490,702
WCM Focused Global Growth Fund $93,679 $21,750
WCM International Small Cap Growth Fund $621,367 $118,781
WCM Small Cap Growth Fund $17,709 $8,455
WCM SMID Quality Value Fund $51,786 $23,386
WCM China Quality Growth Fund $10,521 $2,371
WCM Developing World Equity Fund $2,020 $282
WCM International Equity Fund $59,875 $11,319
WCM Focused International Value Fund $13,999 $2,853
WCM Focused International Opportunities Fund $61,659 $12,237
WCM Mid Cap Quality Value Fund $128 $62
WCM Focused Emerging Markets ex China Fund $7,814 $1,167
WCM Quality Dividend Growth Fund(1) $375 $38
For the Fiscal Period May 1, 2022, through December 31, 2022(2)
WCM Focused International Growth Fund $6,085,437(3) $1,800,662
WCM Focused Emerging Markets Fund $1,088,302(3) $479,344
WCM Focused Global Growth Fund $126,857(3) $55,224
WCM International Small Cap Growth Fund $671,083(3) $196,035
WCM Small Cap Growth Fund $20,338 $13,225
WCM SMID Quality Value Fund $92,743(4) $54,518
WCM China Quality Growth Fund $10,304(3) $4,592
WCM Developing World Equity Fund $1,798(3) $608
WCM International Equity Fund $40,326(6) $7,424
WCM Focused International Value Fund $13,548 $5,277
WCM Focused International Opportunities Fund $47,062 $11,861
WCM Mid Cap Quality Value Fund(8) $301 $146
WCM Focused Emerging Markets ex China Fund(7) $493 $65
WCM Quality Dividend Growth Fund(1) N/A N/A
For the Fiscal Year Ended April 30, 2022    
WCM Focused International Growth Fund $9,430,578(5) $3,587,382
WCM Focused Emerging Markets Fund $2,868,919 $1,257,388
WCM Focused Global Growth Fund $170,841(5) $75,277
WCM International Small Cap Growth Fund $1,542,701 $570,793
WCM Small Cap Growth Fund $27,368(5) $13,453
WCM SMID Quality Value Fund $52,135(5) $25,432
WCM China Quality Growth Fund $30,404 $14,891
WCM Developing World Equity Fund $5,354(6) $2,116
WCM International Equity Fund $5,764(6) $2,294
WCM Focused International Value Fund $18,635(6) $8,721
WCM Focused International Opportunities Fund $40,482(6) $16,837
WCM Mid Cap Quality Value Fund(8) N/A N/A
WCM Focused Emerging Markets ex China Fund(7) N/A N/A

B-54

 

WCM Quality Dividend Growth Fund(1) N/A N/A
For the Fiscal Year Ended April 30, 2021    
WCM Focused International Growth Fund $12,061,134 $5,651,457
WCM Focused Emerging Markets Fund $3,147,602 $1,323,454
WCM Focused Global Growth Fund $239,296 $115,135
WCM International Small Cap Growth Fund $1,457,043 $570,876
WCM Small Cap Growth Fund $33,616 $17,106
WCM SMID Quality Value Fund $67,836 $35,702
WCM China Quality Growth Fund $35,144 $13,281
WCM Developing World Equity Fund $1,502 $585
WCM International Equity Fund $1,937 $836
WCM Focused International Value Fund $3,414(9) $1,708
WCM Focused International Opportunities Fund $1,017(10) $479
WCM Mid Cap Quality Value Fund(8) N/A N/A
WCM Focused Emerging Markets ex China Fund(7) N/A N/A
WCM Quality Dividend Growth Fund(1) N/A N/A

 

(1)The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.
(2)The changes in brokerage commission can be attributed to the partial reporting period which covered eight months compared to the previous reporting for the fiscal year ended April 30, 2022 period, which covered twelve months.
(3)The brokerage commissions decreased due to a decrease in portfolio turnover. In addition, the cost of executing trades decreased as trades with broker-dealers providing “execution-only services” increased, which generally results in lower brokerage commissions.
(4)The brokerage commissions increased due to an increase in portfolio turnover and trading activity resulting from the WCM SMID Quality Value Fund’s principal investment strategies changes effective November 30, 2022.
(5)The brokerage commissions decreased due to a decrease in trade activity. In addition, i) the cost of executing trades decreased as trades with broker-dealers providing “execution-only services” increased, which generally results in lower brokerage commissions, and ii) arrangements involving soft dollars and research fees increased.
(6)The brokerage commissions increased due to increased cash flows and assets under management.
(7)The WCM Focused Emerging Markets ex China Fund commenced operations on December 29, 2022.
(8)The WCM Mid Cap Quality Value Fund commenced operations on July 28, 2022.
(9)For the period of June 29, 2020, through April 30, 2021.
(10)For the period of March 30, 2021, through April 30, 2021.

 

Holdings of Securities of the Fund’s Regular Brokers and Dealers

 

From time to time, a Fund may acquire and hold securities issued by its “regular brokers or dealers” or the parents of those brokers or dealers. “Regular brokers or dealers” (as such term is defined in the 1940 Act) of a Fund are the ten brokers or dealers that, during the most recent fiscal year, (i) received the greatest dollar amounts of brokerage commissions from the Fund’s portfolio transactions, (ii) engaged as principal in the largest dollar amounts of the portfolio transactions of the Fund, or (iii) sold the largest dollar amounts of the Fund’s shares. The following table indicates the value of the Fund’s aggregate holdings, in thousands, of the securities of its regular brokers or dealers for the fiscal year ended December 31, 2023.

 

WCM Focused Emerging Markets ex China Fund
Broker Dealer Market Value (000s)
Kotak Securities 170
   
WCM Focused Emerging Markets Fund
Broker Dealer Market Value (000s)
Kotak Securities 31,227

B-55

 

WCM Quality Dividend Growth Fund
Broker Dealer Market Value (000s)
JP Morgan & Chase Co. 234

 

PORTFOLIO TURNOVER

 

Although each Fund generally will not invest for short-term trading purposes, portfolio securities may be sold without regard to the length of time they have been held when, in the opinion of the Advisor, investment considerations warrant such action. Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio securities owned during the fiscal year. A 100% turnover rate would occur if all the securities in a Fund’s portfolio, with the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased or replaced within one year. A high rate of portfolio turnover (100% or more) generally leads to higher transaction costs and may result in a greater number of taxable transactions. To the extent net short-term capital gains are realized, any distributions resulting from such gains will generally be taxed at ordinary income tax rates for federal income tax purposes.

 

Each Fund’s portfolio turnover rate was as follows for the periods indicated:

 

 

Fiscal Year Ended 

December 31, 2023 

For the Fiscal Period May 1, 2022, through December 31, 2022(1)

Fiscal Year Ended 

April 30, 2022 

WCM Focused International Growth Fund 33% 17% 23%
WCM Focused Emerging Markets Fund 62% 18% 39%
WCM Focused Global Growth Fund 32% 36% 44%
WCM International Small Cap Growth Fund 81% 56% 87%
WCM Small Cap Growth Fund 48% 45% 57%
WCM SMID Quality Value Fund 22% 53% 32%
WCM China Quality Growth Fund 57% 26% 56%
WCM Developing World Equity Fund 46% 30% 67%
WCM International Equity Fund 39% 20% 59%
WCM Focused International Value Fund 38% 43% 23%
WCM Focused International Opportunities Fund 87% 74% 59%
WCM Mid Cap Quality Value Fund(2) 15% 13% N/A
WCM Focused Emerging Markets ex China Fund(3) 37% 0% N/A
WCM Quality Dividend Growth Fund(4) 1% N/A N/A

 

1Not annualized.

2The WCM Mid Cap Quality Value Fund commenced operations on July 28, 2022.

3The WCM Focused Emerging Markets ex China Fund commenced operations on December 29, 2022.

4The WCM Quality Dividend Growth Fund commenced operations on July 28, 2023.

B-56

 

PROXY VOTING POLICY

 

The Board has adopted Proxy Voting Policies and Procedures (the “Trust Policies”) on behalf of the Trust, which delegates the responsibility for voting the Funds’ proxies to the Advisor, subject to the Board’s continuing oversight. The Trust Policies require that the Advisor vote proxies received in a manner consistent with the best interests of the Funds. The Trust Policies also require the Advisor to present to the Board, at least annually, the Advisor’s Proxy Voting Policies and Procedures (the “Advisor Policies”) and a record of each proxy voted by the Advisor on behalf of each Fund, including a report on the resolution of all proxies identified by the Advisor as involving a conflict of interest. See Appendix B for the Trust Policies and Advisor Policies. The Trust and Advisor Policies are intended to serve as guidelines and to further the economic value of each security held by the Funds. The Trust’s CCO will review the Trust Policies and Advisor Policies annually. Each proxy will be considered individually, taking into account the relevant circumstances at the time of each vote.

 

If a proxy proposal raises a material conflict between the Advisor’s or its affiliates’ interests and a Fund’s interests, the Advisor will resolve the conflict by following the Advisor’s policy guidelines or the recommendation of an independent third party.

 

Each Fund is required to annually file Form N-PX, which lists the Fund’s complete proxy voting record for the 12-month period ended June 30 of each year. Once filed, each Fund’s proxy voting record will be available without charge, upon request, by calling toll-free 1-888-988-9801, by visiting the Funds’ website at www.wcminvestfunds.com, or by visiting the SEC’s web site at http://www.sec.gov.

 

ANTI-MONEY LAUNDERING PROGRAM

 

The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). In order to ensure compliance with this law, the Program provides for the development and implementation of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program.

 

Procedures to implement the Program include, but are not limited to, determining that the Distributor and the Funds’ transfer agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, checking shareholder names against designated government lists, including Office of Foreign Assets Control (“OFAC”), and a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

 

PORTFOLIO HOLDINGS INFORMATION

 

The Trust has adopted policies and procedures regarding disclosure of portfolio holdings information (the “Disclosure Policy”). The Board of Trustees determined that the adoption of the Disclosure Policy, including the disclosure permitted therein, was in the best interests of the Trust. The Disclosure Policy applies to the Funds, Advisor, and other internal parties involved in the administration, operation or custody of the Funds, including, but not limited to UMBFS, MFAC, the Board of Trustees, counsel to the Trust, Morgan Lewis, counsel to the Independent Trustees, Paul Hastings, and the Funds’ independent registered public accounting firm, Tait Weller (collectively, the “Service Providers”). Pursuant to the Disclosure Policy, non-public information concerning the Funds’ portfolio holdings may be disclosed to its Service Providers only if such disclosure is consistent with the antifraud provisions of the federal securities laws and the fiduciary duties owed by the Funds and the Advisor to the Funds’ shareholders. The Funds and their Service Providers may not receive compensation or any other consideration (which includes any agreement to maintain assets in the Funds or in other investment companies or accounts managed by the Advisor or any affiliated person of the Advisor) in connection with the disclosure of portfolio holdings information of the Funds. The Funds’ Disclosure Policy is implemented and overseen by the CCO of the Trust, subject to the oversight of the Board of Trustees. Periodic reports regarding these procedures will be provided to the Trust’s Board.

B-57

 

 

Portfolio holdings information will be deemed public when it has been (1) posted to the Funds’ public website (www.wcminvestfunds.com) or (2) disclosed in periodic regulatory filings on the SEC’s website (www.sec.gov). Management of the Funds may make publicly available its portfolio holdings on the Funds’ public website no earlier than five days after the effective date of such information (e.g., information as of January 31 may be made available no earlier than February 5).

 

Non-Public Portfolio Holdings Information Policy. All portfolio holdings information that has not been disseminated in a manner making it available to investors generally as described above is considered non-public portfolio holdings information for the purposes of the Disclosure Policy. Pursuant to the Disclosure Policy, the Funds or their Service Providers may disclose non-public portfolio holdings information to certain third parties who fall within pre-authorized categories on a daily basis, with no lag time unless otherwise specified below. These third parties include: (i) the Funds’ Service Providers and others who need access to such information in the performance of their contractual or other duties and responsibilities to the Funds (e.g., custodians, accountants, the Advisor, administrators, attorneys, officers and Trustees) and who are subject to duties of confidentiality imposed by law or contract, (ii) brokers who execute trades for the Funds, (iii) evaluation service providers (as described below) and (iv) shareholders receiving in-kind redemptions (as described below).

 

Evaluation Service Providers. These third parties include mutual fund evaluation services, such as Morningstar, Inc. and Lipper, Inc., if the Funds have a legitimate business purpose for disclosing the information, provided that the third party expressly agrees to maintain the non-public portfolio holdings information in confidence and not to trade portfolio securities based on the non-public portfolio holdings information. Subject to the terms and conditions of any agreement between the Funds or their authorized service providers and the third party, if these conditions for disclosure are satisfied, there shall be no restriction on the frequency with which the Funds’ non-public portfolio holdings information is released, and no lag period shall apply. In addition, persons who owe a duty of trust or confidence to the Funds or their Service Providers (such as legal counsel) may receive non-public portfolio holdings information without entering into a non-disclosure agreement.

 

Shareholder In-Kind Distributions. A Fund may, in certain circumstances, pay redemption proceeds to a shareholder by an in-kind distribution of portfolio securities (instead of cash). In such circumstances, pursuant to the Disclosure Policy, Fund’s shareholders may receive a complete listing of the portfolio holdings of the Funds up to seven calendar days prior to making the redemption request provided that they represent orally or in writing that they agree to maintain the confidentiality of the portfolio holdings information and not to trade portfolio securities based on the non-public holdings information.

 

Other Entities. Pursuant to the Disclosure Policy, a Fund or the Advisor may disclose non-public portfolio holdings information to a third party who does not fall within the pre-approved categories, and who are not executing broker-dealers; however, prior to the receipt of any non-public portfolio holdings information by such third party, the recipient must have entered into a non-disclosure agreement and the disclosure arrangement must have been approved by the CCO of the Trust. The CCO will report to the Board of Trustees on a quarterly basis regarding any recipients of non-public portfolio holdings information approved pursuant to this paragraph. There are no other ongoing arrangements as of the date of this SAI.

 

The Advisor and its affiliates may provide investment advice to clients other than the Funds that have investment objectives that may be substantially similar to those of the Funds. These clients also may have portfolios consisting of holdings substantially similar to those of the Funds and generally have access to current portfolio holdings information for their accounts. These clients do not owe the Advisor or the Funds a duty of confidentiality with respect to disclosure of their portfolio holdings.

 

Current Arrangements Regarding Disclosure of Portfolio Holdings. As of the date of this SAI, the Trust or at least one of the Funds has on-going business arrangements with the following entities which involve making portfolio holdings information available to such entities as an incidental part of the services they provide to the Trust or to a Fund: (i) WCM Investment Management, LLC (the Advisor), MFAC and UMBFS (the Co-Administrators) and UMB Bank, n.a. (the Custodian) pursuant to investment management, administration and custody agreements, respectively, under which the Trust’s portfolio holdings information is provided daily on a real-time basis (i.e., with no time lag); (ii) Tait Weller (independent registered public accounting firm), Morgan Lewis and Paul Hastings (attorneys) to which the Trust provides portfolio holdings information on a regular basis with varying lag times after the date of the information; (iii) Broadridge (ProxyEdge) pursuant to a proxy voting agreement under which each Fund’s portfolio holdings information is provided daily; (iv) Factset pursuant to an agreement with the Advisor under which each Fund’s portfolio holdings information is provided daily for the purpose of quantitative portfolio analysis conducted by the Advisor; (v) Inalytics Limited pursuant to an agreement with the Advisor under which each of the WCM Focused International Growth Fund, WCM Focused Emerging Markets Fund, WCM Focused Global Growth Fund and WCM International Small Cap Growth Fund portfolio holdings information is provided on a monthly basis for the purpose of decision making and investment skill analysis conducted by the Advisor; (vi) Practical Computer Application to which MFAC provides the Trust’s portfolio holdings information on a daily basis for programming and database hosting services in connection with MFAC’s administrative services to the Trust; (vii) Donnelly Financial Solutions to which the Trust provides portfolio holdings information on a monthly basis in connection with the filings of Form N-PORT; (viii) FilePoint, to which MFAC provides the Fund’s portfolio holdings on a monthly basis in connection with filings of Form N-PORT; (ix) ICE Data Services, which assists the Funds with classifying their holdings pursuant to their liquidity risk management program, to which the Trust provides portfolio holdings information on a monthly basis with a one-to ten-day time lag; (x) State Street Bank and Trust Company (“State Street”), to which the Fund’s portfolio holdings information is provided on a monthly basis with a lag time of at least five days in between the date of the information and the date on which the information is provided to State Street; (xi) Morningstar, Inc., Lipper Inc., Refinitiv, Thomson Financial, Vickers Stock Research Corporation, and Bloomberg L.P., to which the Funds’ portfolio holdings information is provided quarterly, after the end of the previous fiscal quarter, with a 30-day time lag; (xii) VATIT USA Inc. (d/b/a WTax), to which the Funds’ portfolio holdings information is provided on a regular basis with varying lag times after the date of the information for tax services relating to foreign securities; and (xiii) Gainskeeper, Inc. and its affiliates, pursuant to an administrative agency agreement under which the Trust provides each Fund’s portfolio tax lot holdings and transaction level data information on a daily basis.

B-58

 

DETERMINATION OF NET ASSET VALUE

 

The net asset values per share (“NAV”) of each class of a Fund’s shares will fluctuate and is determined as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m. Eastern Time) each business day. The NAVs may be calculated earlier if permitted by the SEC. The NYSE annually announces the days on which it will not be open for trading. The most recent announcement indicates that the NYSE will not be open for the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However, the NYSE may close on days not included in that announcement.

 

The NAV of a class is computed by dividing (a) the difference between the value of the Fund’s securities, cash and other assets and the amount of the Fund’s expenses and liabilities attributable to the class by (b) the number of shares outstanding in that class (assets – liabilities / # of shares = NAV). Each NAV takes into account all of the expenses and fees of that class of the Fund, including management fees and administration fees, which are accrued daily.

 

Net Assets = NAV
Shares Outstanding

 

Generally, the Funds’ investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the Advisor pursuant to procedures approved by or under the direction of the Board. Pursuant to those procedures, the Board has designated the Advisor as each Fund’s valuation designee (the “Valuation Designee”) responsible for determining whether market quotations are readily available and reliable, and making good faith determinations of fair value when appropriate.. As the Valuation Designee, the Advisor is responsible for the establishment and application, in a consistent manner, of appropriate methodologies for determining the fair value of investments, periodically reviewing the selected methodologies used for continuing appropriateness and accuracy, and making any changes or adjustments to the methodologies as appropriate. The Valuation Designee is also responsible for the identification, periodic assessment, and management of material risks, including material conflicts of interest, associated with fair value determinations, taking into account the Fund’s investments, significant changes in the Fund’s investment strategies or policies, market events, and other relevant factors. The Valuation Designee is subject to the general oversight of the Board.

B-59

 

The Funds’ securities which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any reported sales, at the mean between the last available bid and ask prices.

 

Pricing services generally value debt securities assuming orderly transactions of an institutional round lot size, but such securities may be held or transactions may be conducted in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots.

 

Securities that are traded on more than one exchange are valued on the exchange determined by the Advisor to be the primary market. Securities primarily traded in the National Association of Securities Dealers Automated Quotation (“NASDAQ”), National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has not been any sale on such day, at the mean between the bid and ask prices. OTC securities which are not traded in the NASDAQ National Market System are valued at the most recent trade price.

 

Stocks that are “thinly traded” or events occurring when a foreign market is closed but the NYSE is open (for example, the value of a security held by a Fund has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded) may create a situation where a market quote would not be readily available. When a market quote is not readily available, the security’s value is based on “fair value” as determined by the Advisor’s procedures, which have been approved by the Board. The Advisor will periodically test the appropriateness and accuracy of the fair value methodologies that have been selected for the Funds. The Funds may hold portfolio securities, such as those traded on foreign securities exchanges that trade on weekends or other days when the Funds’ shares are not priced. Therefore, the value of the Funds’ shares may change on days when shareholders will not be able to purchase or redeem shares.

 

Short-term debt obligations with remaining maturities in excess of 60 days are valued at current market prices, as discussed above. Short-term securities with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.

 

All other assets of the Funds are valued in such manner as the Advisor, in good faith, deems appropriate to reflect as their fair value.

 

PURCHASE AND REDEMPTION OF FUND SHARES

 

Detailed information on the purchase and redemption of shares is included in the Funds’ Prospectus. Shares of the Funds are sold at the next offering price calculated after receipt of an order for purchase. In order to purchase shares of the Funds, you must invest the initial minimum investment for the relevant class of shares. However, each Fund reserves the right, in its sole discretion, to waive the minimum initial investment amount for certain investors, or to waive or reduce the minimum initial investment for 401(k) plans or other tax-deferred retirement plans. You may purchase shares on any day that the NYSE is open for business by placing orders with the Funds.

 

Each Fund reserves the right to refuse any purchase requests, particularly those that would not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Funds’ view, is likely to engage in or has a history of excessive trading (usually defined as more than four round-trip transactions out of a Fund within a calendar year). Furthermore, the Trust may suspend the right to redeem its shares or postpone the date of payment upon redemption for more than seven calendar days (i) for any period during which the NYSE is closed (other than customary weekend or holiday closings) or trading on the NYSE is restricted; (ii) for any period during which an emergency exists affecting the sale of a Fund’s securities or making such sale or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) for such other periods as the SEC may permit for the protection of the Funds’ shareholders. In addition, if shares are purchased using a check and a redemption is requested before the check has cleared, the Funds may postpone payment of the redemption proceeds up to 15 days while the Funds wait for the check to clear.

B-60

 

Redemptions In Kind

 

The Trust has filed an election under SEC Rule 18f-1 committing to pay in cash all redemptions by a shareholder of record up to amounts specified by the rule (the lesser of (i) $250,000 or (ii) 1% of a Fund’s assets). Each Fund has reserved the right to pay the redemption price of its shares in excess of the amounts specified by the rule, either totally or partially, by an in-kind distribution of portfolio securities (instead of cash). The securities so distributed would be valued at the same amounts as those assigned to them in calculating the NAV for the Fund shares being redeemed. If a shareholder receives an in-kind distribution, the shareholder could incur brokerage or other charges in converting the securities to cash.

 

The Funds do not intend to hold any significant percentage of its portfolio in illiquid securities, although the Funds, like virtually all mutual funds, may from time to time hold a small percentage of securities that are illiquid. In the unlikely event the Funds were to elect to make an in-kind redemption, the Funds expect that they would follow the normal protocol of making such distribution by way of a pro rata distribution based on its entire portfolio. If the Funds held illiquid securities, such distribution may contain a pro rata portion of such illiquid securities or the Funds may determine, based on a materiality assessment, not to include illiquid securities in the in-kind redemption. The Funds do not anticipate that it would ever selectively distribute a greater than pro rata portion of any illiquid securities to satisfy a redemption request. If such securities are included in the distribution, shareholders may not be able to liquidate such securities and may be required to hold such securities indefinitely. Shareholders’ ability to liquidate such securities distributed in-kind may be restricted by resale limitations or substantial restrictions on transfer imposed by the issuers of the securities or by law. Shareholders may only be able to liquidate such securities distributed in-kind at a substantial discount from their value, and there may be higher brokerage costs associated with any subsequent disposition of these securities by the recipient.

 

FEDERAL INCOME TAX MATTERS

 

The following is a summary of certain material U.S. federal (and, where noted, state and local) income tax considerations affecting the Funds and their shareholders. The discussion is very general. Current and prospective shareholders are therefore urged to consult their own tax advisers with respect to the specific federal, state, local and foreign tax consequences of investing in the Funds. The summary is based on the laws in effect on the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly with retroactive effect.

 

Each Fund is treated as a separate entity from other series of the Trust for federal income tax purposes. Each Fund has elected to be, and intends to qualify each year for treatment as a “regulated investment company” under Subchapter M of the Code by complying with all applicable requirements of the Code, including, among other things, requirements as to the sources of each Fund’s income, diversification of a Fund’s assets and timing of Fund distributions. To so qualify, a Fund must, among other things: (a) derive at least 90% of its gross income in each taxable year from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in “qualified publicly traded partnerships” (i.e., partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends, capital gains, and other traditionally permitted mutual fund income); (b) diversify its holdings so that, at the end of each quarter of a Fund’s taxable year, (i) at least 50% of the market value of a Fund’s assets is represented by cash, securities of other regulated investment companies, U.S. government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of a Fund’s assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or securities of other regulated investment companies) of any one issuer, in the securities (other than the securities of other regulated investment companies) of any two or more issuers that the Fund controls and that are determined to be engaged in the same or similar trades or businesses or related trades or businesses, or in the securities of one or more “qualified publicly traded partnerships,” and (c) distribute an amount equal to the sum of at least 90% of its investment company taxable income (computed without regard to the dividends-paid deduction) and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as made during such taxable year).

B-61

 

As a regulated investment company, a Fund will not be subject to U.S. federal income tax on the portion of its taxable investment income and capital gains that it distributes to its shareholders provided that it satisfies a minimum distribution requirement. In order to also avoid liability for a non-deductible federal excise tax, each Fund must distribute (or be deemed to have distributed) by December 31 of each calendar year at least the sum of (i) 98% of its ordinary income for such year, (ii) 98.2% of the excess of its realized capital gains over its realized capital losses for the 12-month period generally ending on October 31 during such year and (iii) any amounts from the prior calendar year that were not distributed and on which a Fund paid no federal income tax. A Fund will be subject to income tax at the applicable corporate tax rate on any taxable income or gains that it does not distribute to its shareholders. The Funds’ policy is to distribute to its shareholders all investment company taxable income (determined without regard to the deduction for dividends paid) and any net capital gain (the excess of net long-term capital gain over net short-term capital loss) for each fiscal year in a manner that complies with the distribution requirements of the Code, so that the Funds will not be subject to any federal income or excise taxes.

 

If, for any taxable year, a Fund were to fail to qualify as a regulated investment company or were to fail to meet certain minimum distribution requirements under the Code, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In addition, in the event of a failure to qualify, a Fund’s distributions, to the extent derived from a Fund’s current or accumulated earnings and profits, including any distributions of net capital gain, would be taxable to shareholders as ordinary dividend income for federal income tax purposes. However, such dividends would be eligible, subject to any generally applicable limitations, (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals, and (ii) for the dividends received deduction in the case of corporate shareholders. Moreover, if a Fund were to fail to qualify as a regulated investment company in any year, it would be required to distribute its earnings and profits accumulated in that year in order to qualify again as a regulated investment company. Under certain circumstances, a Fund may be able to cure a failure to qualify as a regulated investment company, but in order to do so the Fund might incur significant Fund-level taxes and might be forced to dispose of certain assets. If a Fund failed to qualify as a regulated investment company for a period greater than two taxable years, the Fund would generally be required to recognize any net built-in gains with respect to certain of its assets upon a disposition of such assets within five years of qualifying as a regulated investment company in a subsequent year.

 

Shareholders generally will be subject to federal income taxes on distributions made by a Fund whether paid in cash or additional shares. Distributions of net investment income (including interest, dividend income and net short-term capital gain in excess of any net long-term capital loss, less certain expenses), other than qualified dividend income, will be taxable to shareholders as ordinary income. Distributions of qualified dividend income generally will be taxed to non-corporate shareholders at the federal income tax rates applicable to net capital gain, provided the Fund reports the amount distributed as qualified dividend income.

 

In general, dividends may be reported by a Fund as qualified dividend income if they are attributable to qualified dividend income received by the Fund. Qualified dividend income generally means dividend income received from a Fund’s investments in common and preferred stock of U.S. companies and stock of certain qualified foreign corporations, provided that certain holding period and other requirements are met by both the Fund and its shareholders. If 95% or more of a Fund’s gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, the Fund may report all distributions of such income as qualified dividend income.

 

A foreign corporation is treated as a qualified foreign corporation for this purpose if it is incorporated in a possession of the United States or it is eligible for the benefits of certain income tax treaties with the United States and meets certain additional requirements. Certain foreign corporations that are not otherwise qualified foreign corporations will be treated as qualified foreign corporations with respect to dividends paid by them if the stock with respect to which the dividends are paid is readily tradable on an established securities market in the United States. Passive foreign investment companies are not qualified foreign corporations for this purpose. Dividends received by a Fund from REITs generally do not qualify for treatment as qualified dividend income.

B-62

 

Dividends paid by a Fund may qualify in part for the dividends-received deduction available to corporate shareholders, provided the Fund reports the amount distributed as a qualifying dividend and certain holding period and other requirements under the Code are satisfied. The reported amount, however, cannot exceed the aggregate amount of qualifying dividends received by a Fund for its taxable year. Eligibility for qualified dividend income treatment and the dividends-received deduction may be reduced or eliminated if, among other things, (i) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property or (ii) certain holding period requirements are not satisfied at both Fund and shareholder levels. In addition, qualified dividend income treatment is not available if a shareholder elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest.

 

If a Fund receives a dividend (other than a capital gain dividend) in respect of any share of REIT stock with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend, then Fund dividends attributable to that REIT dividend income (as reduced by certain Fund expenses) may be reported by the Fund as eligible for the 20% deduction for “qualified REIT dividends” generally available to noncorporate shareholders under the Code. In order to qualify for this deduction, noncorporate shareholders must meet minimum holding period requirements with respect to their Fund shares.

 

Under Section 163(j) of the Code, a taxpayer’s business interest expense is generally deductible to the extent of the taxpayer’s business interest income plus certain other amounts. If a Fund earns business interest income, it may report a portion of its dividends as “Section 163(j) interest dividends,” which its shareholders may be able to treat as business interest income for purposes of Section 163(j) of the Code. A Fund’s “Section 163(j) interest dividend” for a tax year will be limited to the excess of its business interest income over the sum of its business interest expense and other deductions properly allocable to its business interest income. In general, a Fund’s shareholders may treat a distribution reported as a Section 163(j) interest dividend as interest income only to the extent the distribution exceeds the sum of the portions of the distribution reported as other types of tax-favored income. To be eligible to treat a Section 163(j) interest dividend as interest income, a shareholder may need to meet certain holding period requirements in respect of the Fund shares and must not have hedged its position in the Fund shares in certain ways.

 

Distributions of net capital gain, if any, that a Fund reports as capital gain dividends if any, will be taxable to non-corporate shareholders as long-term capital gain without regard to how long a shareholder has held shares of a Fund. A Fund may retain certain amounts of capital gains and designate them as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amounts so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on those undistributed amounts against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled to increase their federal income tax basis in their shares by an amount equal to the excess of the amounts of undistributed net capital gain included in their respective income over their respective income tax credits.

 

For U.S. federal income tax purposes, a Fund is permitted to carry forward indefinitely a net capital loss from any taxable year to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to shareholders. Generally, the Fund may not carry forward any losses other than net capital losses. Under certain circumstances, the Fund may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.

 

Distributions in excess of earnings and profits will, as to each shareholder, be treated as a tax-free return of capital to the extent of the shareholder’s basis in his or her Fund shares. A distribution treated as a return of capital will reduce the shareholder’s basis in his or her shares, which will result in an increase in the amount of gain (or a decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on a later sale of such shares. After the shareholder’s basis is reduced to zero, any distributions in excess of earnings and profits will be treated as a capital gain, assuming the shareholder holds his or her shares as capital assets.

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A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes, interest, dividends and certain capital gains (among other categories of income) are generally taken into account in computing a shareholder’s net investment income.

 

Certain tax-exempt educational institutions are subject to a 1.4% tax on net investment income. For these purposes, certain dividends and capital gain distributions, and certain gains from the disposition of Fund shares (among other categories of income), are generally taken into account in computing a shareholder’s net investment income.

 

Distributions are generally taxable when received. However, distributions declared in October, November or December to shareholders of record on a date in such a month and paid the following January are taxable for federal income tax purposes as if received on December 31 of the calendar year in which declared. In addition, certain distributions made after the close of a taxable year of a Fund may be “spilled back” and treated for certain purposes as paid by the Fund during such taxable year. In such case, shareholders generally will be treated as having received such dividends in the taxable year in which the distributions were actually made. For purposes of calculating the amount of a regulated investment company’s undistributed income and gain subject to the 4% excise tax described above, such “spilled back” dividends are treated as paid by the regulated investment company when they are actually paid.

 

A redemption of Fund shares may result in recognition of a taxable gain or loss. The gain or loss will generally be treated as a long-term capital gain or loss if the shares are held for more than one year, and as a short-term capital gain or loss if the shares are held for one year or less. Any loss realized upon a redemption or exchange of shares held for six months or less will be treated as a long term capital loss to the extent of any amounts treated as distributions of long term capital gains during such six-month period. Any loss realized upon a redemption may be disallowed under certain wash sale rules to the extent shares of a Fund or substantially identical stock or securities are purchased (through reinvestment of distributions or otherwise) within 30 days before or after the redemption.

 

If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the Internal Revenue Service (the “IRS”) a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is so reportable does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.

 

If a Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, a Fund must distribute, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income to shareholders to avoid federal income and excise taxes. Therefore, a Fund may have to sell portfolio securities (potentially under disadvantageous circumstances) to generate cash, or may have to undertake leverage by borrowing cash, to satisfy these distribution requirements. Dispositions of portfolio securities may result in additional gains and additional distribution requirements.

 

If a Fund invests in a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it accrues as discussed above. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond).

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Foreign Taxes

 

The Funds may be subject to withholding and other taxes imposed by foreign countries, including taxes on interest, dividends and capital gains with respect to their investments in those countries, which would, if imposed, reduce the yield on or return from those investments. Tax treaties between certain countries and the United States may reduce or eliminate such taxes in some cases. So long as a Fund qualifies for treatment as a regulated investment company and incurs “qualified foreign taxes;” more than 50% of its net assets at the close of its taxable year consist of stock or securities of foreign corporations, which for this purpose may include obligations of foreign governmental issuers, the Fund may elect to “pass through” to its shareholders the amount of such foreign taxes paid. If this election is made, information with respect to the amount of the foreign income taxes that are allocated to a Fund's shareholders will be provided to them and any shareholder subject to tax on dividends will be required (i) to include in ordinary gross income (in addition to the amount of the taxable dividends actually received) his/her proportionate share of the foreign taxes paid that are attributable to such dividends; and (ii) either to deduct his/her proportionate share of such foreign taxes in computing his/her taxable income or to claim that amount as a foreign tax credit (subject to applicable limitations) against U.S. income taxes.

 

Shareholders who do not itemize deductions for U.S. federal income tax purposes will not be able to deduct their pro rata portion of qualified foreign taxes paid by a Fund, although such shareholders will be required to include their shares of such taxes in gross income if the Fund makes the election described above. Qualified foreign taxes generally include taxes that would be treated as income taxes under U.S. tax regulations but do not include most other taxes, such as stamp taxes, securities transaction taxes, and similar taxes. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability.

 

If a Fund makes the election to pass through qualified foreign taxes and a shareholder chooses to take a credit for the foreign taxes deemed paid by such shareholder, the amount of the credit that may be claimed in any year may not exceed the same proportion of the U.S. tax against which such credit is taken that the shareholder’s taxable income from foreign sources (but not in excess of the shareholder’s entire taxable income) bears to his entire taxable income. For this purpose, long-term and short-term capital gains a Fund realizes and distributes to shareholders will generally not be treated as income from foreign sources in their hands, nor will distributions of certain foreign currency gains subject to Section 988 of the Code or of any other income realized by the Fund that is deemed, under the Code, to be U.S.-source income in the hands of the Fund. This foreign tax credit limitation may also be applied separately to certain specific categories of foreign-source income and the related foreign taxes. As a result of these rules, which may have different effects depending upon each shareholder’s particular tax situation, certain shareholders may not be able to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund. Shareholders who are not liable for U.S. federal income taxes, including tax-exempt shareholders, will ordinarily not benefit from this election. If a Fund does make the election, it will provide required tax information to shareholders. A Fund generally may deduct any foreign taxes that are not passed through to its shareholders in computing its income available for distribution to shareholders to satisfy applicable tax distribution requirements. Under certain circumstances, if the Fund receives a refund of foreign taxes paid in respect of a prior year, the value of the Fund’s shares could be affected, or any foreign tax credits or deductions passed through to shareholders in respect of the Fund’s foreign taxes for the current year could be reduced.

 

Foreign exchange gains or losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains or losses to be treated as ordinary gain or loss and may affect the amount, timing and character of distributions to shareholders.

 

Each Fund may purchase the securities of certain foreign entities treated as passive foreign investment companies for federal income tax purposes (“PFICs”). PFICs may be the only or primary means by which a Fund may invest in some countries. If a Fund invests in equity securities of PFICs, it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such securities even if such income is distributed as a taxable dividend to shareholders. Additional charges in the nature of interest may be imposed on the Funds with respect to deferred taxes arising from such distributions or gains. Capital gains on the sale of such holdings will be deemed to be ordinary income regardless of how long such PFICs are held. A “qualified electing fund” election or a “mark to market” election may generally be available that would ameliorate these adverse tax consequences, but such elections could require the Funds to recognize taxable income or gain (subject to the distribution requirements applicable to regulated investment companies, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax on the Funds, the Funds may be required to liquidate portfolio securities that they might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Funds. In order for a Fund to make a qualified electing fund election with respect to a PFIC, the PFIC would have to agree to provide certain tax information to the Fund on an annual basis, which it might not agree to do. The Funds may limit and/or manage its holdings in PFICs to limit its tax liability or maximize its return from these investments.

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If a sufficient percentage of the equity interests in a foreign issuer that is treated as a corporation for U.S. federal income tax purposes are held by a Fund, independently or together with certain other U.S. persons, that issuer may be treated as a “controlled foreign corporation” (a “CFC”) with respect to the Fund, in which case the Fund will be required to take into account each year, as ordinary income, its share of certain portions of that issuer’s income, whether or not such amounts are distributed. A Fund may have to dispose of its portfolio securities (potentially resulting in the recognition of taxable gain or loss, and potentially under disadvantageous circumstances) to generate cash, or may have to borrow the cash, to meet its distribution requirements and avoid Fund-level taxes. In addition, some Fund gains on the disposition of interests in such an issuer may be treated as ordinary income. A Fund may limit and/or manage its holdings in issuers that could be treated as CFCs in order to limit its tax liability or maximize its after-tax return from these investments.

 

In addition, if the Fund owned 10% or more of the voting power of a foreign entity treated as a corporation for U.S. federal income tax purposes for the last tax year of the foreign entity beginning before January 1, 2018, the Fund may have been required to include in its income its share of certain deferred foreign income of that foreign entity. Under those circumstances, the Fund may have been able to make an election to pay tax liability in respect of its share of any such income over eight years. It is possible that these deferred payments could affect the value of shares, even though all or some of the Fund’s shareholders at the time of any deferred payment may have derived no economic benefit from the foreign entity’s deferred income.

 

Non-U.S. persons are subject to U.S. tax on disposition of a “United States real property interest” (a “USRPI”). Gain on such a disposition is sometimes referred to as “FIRPTA gain.” The Code provides a look-through rule for distributions of “FIRPTA gain” if certain requirements are met. If the look-through rule applies, certain distributions attributable to income received by a Fund, e.g., from REITs, may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding tax at rates of up to 21%, and require non-U.S. shareholders to file nonresident U.S. income tax returns.

 

A Fund is required to withhold (as “backup withholding”) a portion of reportable payments, including dividends, capital gain distributions and the proceeds of redemptions and exchanges or repurchases of Fund shares, paid to shareholders who have not complied with certain IRS regulations. The backup withholding rate is currently 24%. In order to avoid this withholding requirement, shareholders, other than certain exempt entities, must certify on IRS Forms W-9 or on certain other documents, that the Social Security Numbers or other Taxpayer Identification Numbers they provide are their correct numbers and that they are not currently subject to backup withholding, or that they are exempt from backup withholding. A Fund may nevertheless be required to backup withhold if it receives notice from the IRS or a broker that a number provided is incorrect or that backup withholding is applicable as a result of previous underreporting of interest or dividend income.

 

Ordinary dividends and certain other payments made by a Fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate (or a lower rate as may be determined in accordance with any applicable treaty). In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required to provide an IRS Form W-8BEN or similar form 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 an IRS 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 a lower treaty rate).

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The 30% withholding tax described in the preceding paragraph generally will not apply to distributions of net capital gain, to redemption proceeds, or to dividends that a Fund reports as (a) interest-related dividends, to the extent such dividends are derived from the Fund’s “qualified net interest income,” or (b) short-term capital gain dividends, to the extent such dividends are derived from the Fund’s “qualified short-term gain.” “Qualified net interest income” is a Fund’s net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. “Qualified short-term gain” generally means the excess of the net short-term capital gain of a Fund for the taxable year over its net long-term capital loss, if any. In order to qualify for an exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or other applicable form). Backup withholding will not be applied to payments that are subject to this 30% withholding tax.

 

Unless certain non-U.S. entities that hold Fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to a Fund’s dividends payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the United States and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.

 

This discussion and the related discussion in the Prospectus have been prepared by management of the Funds, and counsel to the Trust has expressed no opinion in respect thereof.

 

Shareholders and prospective shareholders of a Fund should consult their own tax advisors concerning the effect of owning shares of the Fund in light of their particular tax situations.

 

DIVIDENDS AND DISTRIBUTIONS

 

Each Fund will receive income in the form of dividends and interest earned on its investments in securities. This income, less the expenses incurred in its operations, is a Fund’s net investment income, substantially all of which will be declared as dividends to the Fund’s shareholders.

 

The amount of income dividend payments by a Fund is dependent upon the amount of net investment income received by the Fund from its portfolio holdings, is not guaranteed and is subject to the discretion of the Board. The Funds do not pay “interest” or guarantee any fixed rate of return on an investment in its shares.

 

Each Fund also may derive capital gains or losses in connection with sales or other dispositions of its portfolio securities. Any net gain a Fund may realize from transactions involving investments held for less than the period required for long-term capital gain or loss recognition or otherwise producing short-term capital gains and losses (taking into account any available carryover of capital losses), although a distribution from capital gains, will be distributed to shareholders with and as a part of the income dividends paid by a Fund and will generally be taxable to shareholders as ordinary income for federal income tax purposes. If during any year a Fund realizes a net gain on transactions involving investments held for more than the period required for long-term capital gain or loss recognition or otherwise producing long-term capital gains and losses, a Fund will have a net long-term capital gain. After deduction of the amount of any net short-term capital loss, the balance (to the extent not offset by any capital losses available to be carried over) generally will be distributed and treated as long-term capital gains in the hands of the shareholders regardless of the length of time a Fund’s shares may have been held by the shareholders. For more information concerning applicable capital gains tax rates, see your tax advisor.

 

Any dividend or distribution paid by a Fund reduces a Fund’s NAVs on the date paid by the amount of the dividend or distribution per share. Accordingly, a dividend or distribution paid shortly after a purchase of shares by a shareholder will generally be taxable, even if it effectively represents a partial return of the shareholder’s capital.

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Dividends and other distributions will be made in the form of additional shares of a Fund unless the shareholder has otherwise indicated. Investors have the right to change their elections with respect to the reinvestment of dividends and distributions by notifying the Transfer Agent in writing, but any such change will be effective only as to dividends and other distributions for which the record date is seven or more business days after the Transfer Agent has received the written request.

 

A Fund’s investments in partnerships, if any, including in qualified publicly traded partnerships, may result in that Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.

 

GENERAL INFORMATION

 

Investment Managers Series Trust is an open-end management investment company organized as a Delaware statutory trust under the laws of the State of Delaware on February 15, 2005. The Trust has a number of outstanding series of shares of beneficial interest, each of which represents interests in a separate portfolio of securities.

 

The Trust’s Declaration of Trust permits the Trustees to create additional series of shares, to issue an unlimited number of full and fractional shares of beneficial interest of each series, including the Funds, and to divide or combine the shares of any series into a greater or lesser number of shares without thereby changing the proportionate beneficial interest in the series. The assets belonging to a series are charged with the liabilities in respect of that series and all expenses, costs, charges and reserves attributable to that series only. Therefore, any creditor of any series may look only to the assets belonging to that series to satisfy the creditor’s debt. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as pertaining to any particular series are allocated and charged by the Trustees to and among the existing series in the sole discretion of the Trustees. Each share of a Fund represents an interest in the Fund proportionately equal to the interest of each other share. Upon a Fund’s liquidation, all shareholders would share pro rata in the net assets of the Fund available for distribution to shareholders.

 

With respect to each Fund, except the WCM International Small Cap Growth Fund, the Trust currently offers two classes of shares: Investor Class and Institutional Class. The WCM International Small Cap Growth Fund currently offers one class of shares: the Institutional Class. The Trust has reserved the right to create and issue additional series or classes. Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class.

 

The shares of each series or class participate equally in the earnings, dividends and assets of the particular series or class. Expenses of the Trust, which are not attributable to a specific series or class, are allocated among all the series in a manner believed by management of the Trust to be fair and equitable. Shares issued do not have pre-emptive or conversion rights. Shares when issued are fully paid and non-assessable, except as set forth below. Shareholders are entitled to one vote for each share held. Shares of each series or class generally vote together, except when required under federal securities laws to vote separately on matters that only affect a particular series or class, such as the approval of distribution plans for a particular class.

 

The Trust is not required to hold annual meetings of shareholders but will hold special meetings of shareholders of a series or class when, in the judgment of the Board, it is necessary or desirable to submit matters for a shareholder vote. Shareholders have, under certain circumstances, the right to communicate with other shareholders in connection with requesting a meeting of shareholders for the purpose of removing one or more Trustees. Shareholders also have, in certain circumstances, the right to remove one or more trustees without a meeting. No material amendment may be made to the Trust’s Declaration of Trust without the affirmative vote of the holders of a majority of the outstanding shares of each portfolio affected by the amendment.

 

The Trust’s Declaration of Trust provides that, at any meeting of shareholders of the Trust or of any series or class, a shareholder servicing agent may vote any shares as to which such shareholder servicing agent is the agent of record for shareholders who are not represented in person or by proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares of that portfolio otherwise represented at the meeting in person or by proxy as to which such shareholder servicing agent is the agent of record. Any shares so voted by a shareholder servicing agent will be deemed represented at the meeting for purposes of quorum requirements. Any series or class may be terminated (i) upon the merger or consolidation with, or the sale or disposition of all or substantially all of its assets to, another entity, if approved by the vote of the holders of two-thirds of its outstanding shares, except that if the Board recommends such merger, consolidation or sale or disposition of assets, the approval by vote of the holders of a majority of the series’ or class’ outstanding shares will be sufficient, or (ii) by the vote of the holders of a majority of its outstanding shares, or (iii) by the Board by written notice to the series’ or class’ shareholders. Unless each series and class is so terminated, the Trust will continue indefinitely.

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Shareholders may send communications to the Board of Trustees. Shareholders should send communications intended for the Board by addressing the communications to the Board, in care of the Secretary of the Trust and sending the communication to 2220 E. Route 66, Suite 226, Glendora, California 91740. A shareholder communication must (i) be in writing and be signed by the shareholder, (ii) provide contact information for the shareholder, (iii) identify the Funds to which it relates, and (iv) identify the class and number of shares held by the shareholder. The Secretary of the Trust may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, the Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise immaterial in nature. Other shareholder communications received by the Funds not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

 

The Declaration of Trust provides that no Trustee or officer of the Trust shall be subject to any personal liability in connection with the assets or affairs of the Trust or any of its series except for losses in connection with his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Trust has also entered into an indemnification agreement with each Trustee which provides that the Trust shall advance expenses and indemnify and hold harmless the Trustee in certain circumstances against any expenses incurred by the Trustee in any proceeding arising out of or in connection with the Trustee’s service to the Trust, to the maximum extent permitted by the Delaware Statutory Trust Act, the 1933 Act and the 1940 Act, and which provides for certain procedures in connection with such advancement of expenses and indemnification.

 

The Trust’s Declaration of Trust also provides that the Trust shall maintain appropriate insurance (for example, fidelity bonding and errors and omissions insurance) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities.

 

The Declaration of Trust does not require the issuance of stock certificates. If stock certificates are issued, they must be returned by the registered owners prior to the transfer or redemption of shares represented by such certificates.

 

Rule 18f-2 under the 1940 Act provides that as to any investment company which has two or more series outstanding and as to any matter required to be submitted to shareholder vote, such matter is not deemed to have been effectively acted upon unless approved by the holders of a “majority” (as defined in the rule) of the voting securities of each series affected by the matter. Such separate voting requirements do not apply to the election of Trustees or the ratification of the selection of accountants. The Rule contains special provisions for cases in which an advisory contract is approved by one or more, but not all, series. A change in investment policy may go into effect as to one or more series whose holders so approve the change even though the required vote is not obtained as to the holders of other affected series.

 

The Trust and the Advisor have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel of each of those entities to invest in securities that may be purchased or held by the Funds.

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FINANCIAL STATEMENTS

 

Incorporated by reference herein is the Funds’ Annual Report to shareholders for the fiscal year ended December 31, 2023, which includes the “Report of Independent Registered Public Accounting Firm”, “Schedule of Investments”, “Statement of Assets and Liabilities”, “Statement of Operations”, “Statements of Changes in Net Assets”, “Financial Highlights” and “Notes to Financial Statements”. A copy of the Funds’ Annual Report can be obtained at no charge by calling 1-888-988-9801 or writing the Funds.

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APPENDIX A
DESCRIPTION OF CREDIT RATINGS

 

Standard & Poor’s Corporation

 

A brief description of the applicable Standard & Poor’s Corporation (“S&P”) rating symbols and their meanings (as published by S&P) follows:

 

Long-Term Debt

 

An S&P corporate or municipal debt rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers or lessees. The debt rating is not a recommendation to purchase, sell or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished by the issuer or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. The ratings are based, in varying degrees, on the following considerations:

 

1.Likelihood of default-capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation;

 

2.Nature of and provisions of the obligation; and

 

3.Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

 

Investment Grade

 

AAADebt rated “AAA” has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

 

AADebt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree.

 

ADebt rated “A” has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

 

BBBDebt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

 

Speculative Grade Rating

 

Debt rated “BB”, “B”, “CCC”, “CC” and “C” is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. “BB” indicates the least degree of speculation and “C” the highest. While such debt will likely have some quality and protective characteristics these are outweighed by major uncertainties or major exposures to adverse conditions.

 

BBDebt rated “BB” has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The “BB” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “BBB” rating.

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BDebt rated “B” has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The “B” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “BB” or “BB” rating.

 

CCCDebt rated “CCC” has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The “CCC” rating category is also used for debt subordinated to senior debt that is assigned an actual or implied “B” or “B” rating.

 

CCThe rating “CC” typically is applied to debt subordinated to senior debt that is assigned an actual or implied “CCC” debt rating.

 

CThe rating “C” typically is applied to debt subordinated to senior debt which is assigned an actual or implied “CCC” debt rating. The “C” rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

 

CIThe rating “CI” is reserved for income bonds on which no interest is being paid.

 

DDebt rated “D” is in payment default. The “D” rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

 

Plus (+) or Minus (-): The ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

 

Provisional Ratings: The letter “p” indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise judgment with respect to such likelihood and risk.

 

rThe letter “r” is attached to highlight derivative, hybrid, and certain other obligations that S&P believes may experience high volatility or high variability in expected returns due to non-credit risks. Examples of such obligations are: securities whose principal or interest return is indexed to equities, commodities, or currencies; certain swaps and options; and interest only and principal only mortgage securities. The absence of an “r” symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.

 

LThe letter “L” indicates that the rating pertains to the principal amount of those bonds to the extent that the underlying deposit collateral is Federally insured by the Federal Savings & Loan Insurance Corporation or the Federal Deposit Insurance Corporation* In the case of certificates of deposit the letter “L” indicates that the deposit, combined with other deposits being held in the same right and capacity will be honored for principal and accrued pre-default interest up to the Federal insurance limits within 30 days after closing of the insured institution or, in the event that the deposit is assumed by a successor insured institution, upon maturity.

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NRIndicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy.

 

Commercial Paper

 

An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into several categories, ranging from “A-1” for the highest quality obligations to “D” for the lowest. These categories are as follows:

 

A-1This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

 

A-2Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated “A-1.”

 

*Continuance of the rating is contingent upon S&P’s receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flow.

 

A-3Issues carrying this designation have adequate capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

 

BIssues rated “B” are regarded as having only speculative capacity for timely payment.

 

CThis rating is assigned to short-term debt obligations with a doubtful capacity for payment.

 

DDebt rated “D” is in payment default. The “D” rating category is used when interest payments or principal Payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.

 

A commercial rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished to S&P by the issuer or obtained by S&P from other sources it considers reliable.

 

S&P does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended or withdrawn as a result of changes in or unavailability of such information or based on other circumstances.

 

Preferred Securities

 

AAAThis is the highest rating that may be assigned to a preferred stock issue and indicates an extremely strong capacity to pay the preferred stock obligations.

 

AAA preferred stock issue rated AA also qualifies as a high quality fixed income security. The capacity to pay preferred stock obligations is very strong, although not as overwhelming as for issues rated AAA.

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AAn issue rated A is backed by a sound capacity to pay the preferred stock obligations, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

 

BBBAn issue rated BBB is regarded as backed by an adequate capacity to pay preferred stock obligations. Although it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to make payments for preferred stock in this category for issues in the A category.

 

BBAs issue rated BB is regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay the preferred stock obligation. While such issues will likely have some quality and protective characteristics, they are outweighed by large uncertainties or major risk exposures to adverse conditions.

 

Moody’s Investors Service, Inc.

 

A brief description of the applicable Moody’s Investors Service, Inc. (“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:

 

Long-Term Debt

 

The following summarizes the ratings used by Moody’s for corporate and municipal long-term debt:

 

AaaBonds are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the Fundamentally strong position of such issuer.

 

AaBonds are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

 

ABonds possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

 

BaaBonds considered medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba, B, Caa, Ca, and C Bonds that possess one of these ratings provide questionable protection of interest and principal (“Ba” indicates some speculative elements; “B” indicates a general lack of characteristics of desirable investment; “Caa” represents a poor standing; “Ca” represents obligations which are speculative in a high degree; and “C” represents the lowest rated class of bonds). “Caa,” “Ca” and “C” bonds may be in default.

 

Con. (---) Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operation experience, (c) rentals which begin when facilities are completed, or (d) payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.

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(P)When applied to forward delivery bonds, indicates that the rating is provisional pending delivery of the bonds. The rating may be revised prior to delivery if changes occur in the legal documents or the underlying credit quality of the bonds.

 

Note:Those bonds in the Aa, A, Baa, Ba and B groups which Moody’s believes possess the strongest investment attributes are designated by the symbols, Aa1, A1, Ba1 and B1.

 

Short-Term Loans

 

MIG 1/VMIG 1 This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.

 

MIG 2/VMIG 2 This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

 

MIG 3/VMIG 3 This designation denotes favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well-established.

 

MIG 4/VMIG 4 This designation denotes adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk.

 

S.G.This designation denotes speculative quality. Debt instruments in this category lack margins of protection.

 

Commercial Paper

 

Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics:

 

-Leading market positions in well-established industries.

 

-High rates of return on Funds employed.

 

-Conservative capitalization structures with moderate reliance on debt and ample asset protection.

 

-Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

 

-Well-established access to a range of financial markets and assured sources of alternate liquidity.

 

Issuers rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers rated Prime-3 (or related supporting institutions) have an acceptable capacity for repayment of short-term promissory obligations. The effect of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and the requirement for relatively high financial leverage. Adequate alternate liquidity is maintained.

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Issuers rated Not Prime do not fall within any of the Prime rating categories.

 

Preferred Securities Ratings

 

aaaPreferred stocks which are rated “aaa” are considered to be top quality. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.

 

aaPreferred stocks which are rated “aa” are considered to be high grade. This rating indicates that there is reasonable assurance that earnings and asset protection will remain relatively well maintained in the foreseeable future.

 

aPreferred stocks which are rated “a” are considered to be upper-medium grade. While risks are judged to be somewhat greater than in the “aaa” and “aa” classifications, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.

 

baaPreferred stocks which are rated “baa” are judged lover-medium grade, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.

 

baPreferred stocks which are rated “ba” are considered to have speculative elements and their future cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods. Uncertainty of position characterizes preferred stocks in this class.

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APPENDIX B
PROXY VOTING POLICIES AND PROCEDURES

 

WCM Investment Management, LLC

Proxy Voting Procedures

 

WCM accepts responsibility for voting proxies whenever requested by a Client or as required by law. Each Client’s investment management agreement should specify whether WCM is to vote proxies relating to securities held for the Client’s account. If the agreement is silent as to the proxy voting and no instructions from the client are on file, WCM will assume responsibility of proxy voting.

 

In cases in which WCM has proxy voting authority for securities held by its advisory clients, WCM will ensure securities are voted for the exclusive benefit, and in the best economic interest, of those clients and their beneficiaries, subject to any restrictions or directions from a client. Such voting responsibilities will be exercised in a manner that is consistent with the general antifraud provisions of the Advisers Act, the Proxy Voting Rule, Rule 206(4)-6, and for ERISA accounts, the DOL’s Proxy Voting Rule, as well as with WCM’s fiduciary duties under federal and state law to act in the best interests of its clients. Even when WCM has proxy voting authority, a Client may request that WCM vote in a certain manner. Any such instructions shall be provided to WCM, in writing or electronic communication, saved in the Client files and communicated to the Portfolio Associate and Proxy Admin.

 

Special Rules for ERISA.

 

Unless proxy voting responsibility has been expressly reserved by the plan, trust document, or investment management agreement, and is being exercised by another “named fiduciary” for an ERISA Plan Client, WCM, as the investment manager for the account, has the exclusive authority to vote proxies or exercise other shareholder relating to securities held for the Plan’s account. The interests or desires of plan sponsors should not be considered. In addition, if a “named fiduciary” for the plan has provided WCM with written proxy voting guidelines, those guidelines must be followed, unless the guidelines, or the results of following the guidelines, would be contrary to the economic interests of the plan's participants or beneficiaries, imprudent or otherwise contrary to ERISA.

 

Investors in WCM Private Funds which are deemed to hold “plan assets” under ERISA accept WCM’s investment policy statement and a proxy voting policy before they are allowed to invest.

 

1.Role of the Independent Proxy Adviser

WCM utilizes the proxy voting recommendations of Glass Lewis (our “Proxy Adviser”). The purpose of the Proxy Advisers proxy research and advice is to facilitate shareholder voting in favor of governance structures that will drive performance, create shareholder value and maintain a proper tone at the top. Because the Proxy Adviser is not in the business of providing consulting services to public companies, it can focus solely on the best interests of investors. The Proxy Adviser’s approach to corporate governance is to look at each company individually and determine what is in the best interests of the shareholders of each particular company. Research on proxies covers more than just corporate governance – the Proxy Adviser analyzes accounting, executive compensation, compliance with regulation and law, risks and risk disclosure, litigation and other matters that reflect on the quality of board oversight and company transparency.

 

The voting recommendations of the Proxy Adviser are strongly considered; however, the final determination for voting in the best economic interest of the clients is the responsibility of the relevant strategy Investment Strategy Group (“ISG”). When a decision is reached to vote contrary to the recommendation of the Proxy Adviser, the ISG will address any potential conflicts of interest (as described in this policy) and proceed accordingly. They will maintain documentation to support the decision, which will be reviewed by the Compliance Team.

 

WCM will take reasonable steps under the circumstances to make sure that all proxies are received and for those that WCM has determined should be voted, are voted in a timely manner.

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2.Role of the Portfolio Associate.

The Portfolio Associate is responsible for the onboarding and maintenance of Client accounts. For each Client, the Portfolio Associate:

 

a.Determines whether WCM is vested with proxy voting responsibility or whether voting is reserved to the Client or delegated to another designee;

b.Instructs registered owners of record (e.g. the Client, Trustee or Custodian) that receive proxy materials from the issuer or its information agent to send proxies electronically directly to Broadridge/ProxyEdge, a third party service provider, to: (1) provide notification of impending votes; (2) vote proxies based on the Proxy Adviser and/or WCM recommendations; and (3) maintain records of such votes electronically.

c.Assigns the appropriate proxy voting guidelines based on a Client’s Investment Policy Guidelines;

d.Reports proxy voting record to Client, as requested.

 

3.Role of the Proxy Admin.

The Proxy Admin circulates proxy ballot information and administers the proxy vote execution process. The Proxy Admin:

 

a.Monitors the integrity of the data feed between the Client’s registered owner of record and Broadridge/ProxyEdge;

b.Executes votes based on the recommendation of the Proxy Adviser or ISG;

c.Ensures all votes are cast in a timely manner.

 

4.Role of the ISG and Analysts

With the support of the Analysts, and in consideration of the voting recommendation of the Proxy Adviser, the Investment Strategy Group (ISG) is responsible for review of the Proxy Adviser policy and final vote determination. The ISG:

 

a.Annually, reviews the policy of the Proxy Adviser to ensure voting recommendations are based on a Client’s best interest;

b.Reviews the ballot voting recommendations of the Proxy Adviser;

c.Investigates ballot voting issues during the normal course of research, company visits, or discussions with company representatives.

 

If the ISG:

 

a.Agrees with the voting recommendation of the Proxy Adviser, no further action is required;

b.Disagrees with the voting recommendation of the Proxy Adviser, they will:
1)Deal with conflicts of interest, as described below;

2)Provide updated voting instructions to the Proxy Admin;

3)Document the rationale for the decision, which is provided to Compliance.

 

5.Certain Proxy Votes May Not Be Cast

In some cases, WCM may determine that it is in the best interests of our clients to abstain from voting certain proxies. WCM will abstain from voting in the event any of the following conditions are met with regard to a proxy proposal:

 

a.Neither the Proxy Adviser’ recommendation nor specific client instructions cover an issue;

b.In circumstances where, in WCM’s judgment, the costs of voting the proxy exceed the expected benefits to the Client.

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In addition, WCM will only seek to vote proxies for securities on loan when such a vote is deemed to have a material impact on the account. In such cases, materiality is determined and documented by the ISG.

 

Further, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g., in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). WCM believes that the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, WCM generally will not vote those proxies subject to “share blocking.”

 

6.Identifying and Dealing with Material Conflicts of Interest between WCM and Proxy Issuer

WCM believes the use of the Proxy Adviser’s independent guidelines helps to mitigate proxy voting related conflicts between the firm and its clients. Notwithstanding WCM may choose to vote a proxy against the recommendation of the Proxy Adviser, if WCM believes such vote is in the best economic interest of its clients. Such a decision will be made and documented by the ISG. Because WCM retains this authority, it creates a potential conflict of interest between WCM and the proxy issuer. As a result, WCM may not overrule the Proxy Adviser’s recommendation with respect to a proxy unless the following steps are taken by the CCO:

 

a.The CCO must determine whether WCM has a conflict of interest with respect to the issuer that is the subject of the proxy. The CCO will use the following standards to identify issuers with which WCM may have a conflict of interest.

 

1)Significant Business Relationships – The CCO will determine whether WCM may have a significant business relationship with the issuer, such as, for example, where WCM manages a pension plan. For this purpose, a “significant business relationship” is one that: (i) represents 1% or $1,000,000 of WCM’s revenues for the fiscal year, whichever is less, or is reasonably expected to represent this amount for the current fiscal year; or

(ii) may not directly involve revenue to WCM but is otherwise determined by the CCO to be significant to WCM.

 

2)Significant Personal/Family Relationships – the CCO will determine whether any supervised persons who are involved in the proxy voting process may have a significant personal/family relationship with the issuer. For this purpose, a “significant personal/family relationship” is one that would be reasonably likely to influence how WCM votes proxies. To identify any such relationships, the CCO shall obtain information about any significant personal/family relationship between any employee of WCM who is involved in the proxy voting process (e.g., ISG members) and senior supervised persons of issuers for which WCM may vote proxies.

 

b.If the CCO determines that WCM has a conflict of interest with respect to the issuer, the CCO shall determine whether the conflict is “material” to any specific proposal included within the proxy. The CCO shall determine whether a proposal is material as follows:

 

1)Routine Proxy Proposals – Proxy proposals that are “routine” shall be presumed not to involve a material conflict of interest for WCM, unless the ISG has actual knowledge that a routine proposal should be treated as material. For this purpose, “routine” proposals would typically include matters such as the selection of an accountant, uncontested election of directors, meeting formalities, and approval of an annual report/financial statements.

 

2)Non-Routine Proxy Proposals – Proxy proposals that are “non-routine” shall be presumed to involve a material conflict of interest for WCM, unless the CCO determines that WCM’s conflict is unrelated to the proposal in question (see 3. below). For this purpose, “non-routine” proposals would typically include any contested matter, including a contested election of directors, a merger or sale of substantial assets, a change in the articles of incorporation that materially affects the rights of shareholders, and compensation matters for management (e.g., stock option plans, retirement plans, profit sharing or other special remuneration plans).

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3)Determining that a Non-Routine Proposal is Not Material– As discussed above, although non-routine proposals are presumed to involve a material conflict of interest, the CCO may determine on a case-by-case basis that particular non-routine proposals do not involve a material conflict of interest. To make this determination, the CCO must conclude that a proposal is not directly related to WCM’s conflict with the issuer or that it otherwise would not be considered important by a reasonable investor. The CCO shall record in writing the basis for any such determination.

 

c.For any proposal where the CCO determines that WCM has a material conflict of interest, WCM may vote a proxy regarding that proposal in any of the following manners:

 

1)Obtain Client Consent or Direction– If the CCO approves the proposal to overrule the recommendation of the Proxy Adviser, WCM shall fully disclose to each client holding the security at issue the nature of the conflict, and obtain the client’s consent to how WCM will vote on the proposal (or otherwise obtain instructions from the client as to how the proxy on the proposal should be voted).

 

2)Use the Proxy Adviser’ Recommendation – Vote in accordance with the Proxy Adviser’ recommendation.

 

d.For any proposal where the CCO determines that WCM does not have a material conflict of interest, the ISG may overrule the Proxy Adviser’s recommendation if the ISG reasonably determines that doing so is in the best interests of WCM’s clients. If the ISG decides to overrule the Proxy Adviser’s recommendation, the ISG will maintain documentation to support their decision.

 

7.Dealing with Material Conflicts of Interest between a Client and the Proxy Adviser or Proxy Issuer

 

In the event that WCM is notified by a client regarding a conflict of interest between them and the Proxy Adviser or the proxy issuer, The CCO will evaluate the circumstances and either

 

a.elevate the decision to the ISG who will make a determination as to what would be in the Client’s best interest;

b.if practical, seek a waiver from the Client of the conflict; or

c.if agreed upon in writing with the Clients, forward the proxies to affected Clients allowing them to vote their own proxies.

 

8.Maintenance of Proxy Voting Records

As required by Rule 204-2 under the Advisers Act, and for ERISA accounts, the DOL’s Proxy Voting Rule, WCM will maintain or procure the maintenance of the following records relating to proxy voting for a period of at least five years:

 

a.a copy of these Proxy Policies, as they may be amended from time to time;

b.copies of proxy statements received regarding Client securities, unless these materials are available electronically through the SEC’s EDGAR system;

c.a record of each proxy vote cast on behalf of its Clients;

d.a copy of any internal documents created by WCM that were material to making the decision how to vote proxies on behalf of its Clients; and

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e.each written Client request for information on how WCM voted proxies on behalf of the Client and each written response by WCM to oral or written Client requests for this information.

 

As permitted by Rule 204-2(c), electronic proxy statements and the record of each vote cast on behalf of each Client account will be maintained by ProxyEdge. WCM shall obtain and maintain an undertaking from ProxyEdge to provide it with copies of proxy voting records and other documents relating to its Clients’ votes promptly upon request. WCM and ProxyEdge may rely on the SEC’s EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (e.g., large U.S.- based issuers).

 

9.Disclosure

WCM will provide all Clients a summary of these Proxy Policies, either directly or by delivery to the Client of a copy of its Form ADV, Part 2A containing such a summary, and information on how to obtain a copy of the full text of these Proxy Policies and a record of how WCM has voted the Client’s proxies. Upon receipt of a Client’s request for more information, WCM will provide to the Client a copy of these Proxy Policies and/or in accordance with the Client’s stated requirements, how the Client’s proxies were voted during the period requested. Such periodic reports will not be made available to third parties absent the express written request of the Client. However, to the extent that WCM serves as a sub- adviser to another adviser to a Client, WCM will be deemed to be authorized to provide proxy voting records on such Client accounts to such other adviser.

 

10.Oversight of the Proxy Adviser

Prior to adopting the proxy guidelines and recommendations of a Proxy adviser, WCM will exercise prudence and diligence to determine that the guidelines for proxy recommendations are consistent with WCM’s fiduciary obligations. Each year, Compliance, in conjunction with input from the Proxy Admin, the ISG and others as determined by the CCO, will review WCM’s relationship with, and services provided by the Proxy Adviser. To facilitate this review, WCM will request information from the Proxy Adviser in consideration of the Proxy Adviser processes, policies and procedures to:

 

Analyze and formulate voting recommendations on the matters for which WCM is responsible for voting and to disclose its information sources and methods used to develop such voting recommendations;

Ensure that it has complete and accurate information about issuers when making recommendations and to provide its clients and issuers timely opportunities to provide input on certain matters;

Resolve any identified material deficiencies in the completeness or accuracy of information about issuers for whom voting recommendations are made; and

Identify, resolve and disclose actual and potential conflicts of interest associated with its recommendations;

 

Additionally, WCM will review the Proxy Adviser’s proposed changes to its proxy voting guidelines to ensure alignment with the ISG’s expectations. The Proxy Adviser typically distributes proposed changes to its guidelines annually; therefore, WCM’s review of these proposed changes will typically coincide with the Proxy Adviser’ schedule.

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INVESTMENT MANAGERS SERIES TRUST

 

PROXY VOTING POLICIES AND PROCEDURES

 

Investment Managers Series Trust (the “Trust”) is registered as an open-end investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust offers multiple series (each a “Fund” and, collectively, the “Funds”). Consistent with its fiduciary duties and pursuant to Rule 30b1-4 under the 1940 Act (the “Proxy Rule”), the Board of Trustees of the Trust (the “Board”) has adopted this proxy voting policy on behalf of the Trust (the “Policy”) to reflect its commitment to ensure that proxies are voted in a manner consistent with the best interests of the Funds’ shareholders.

 

Delegation of Proxy Voting Authority to Fund Advisors

 

The Board believes that the investment advisor of each Fund (each an “Advisor” and, collectively, the “Advisors”), as the entity that selects the individual securities that comprise its Fund’s portfolio, is the most knowledgeable and best-suited to make decisions on how to vote proxies of portfolio companies held by that Fund. The Trust will therefore defer to, and rely on, the Advisor of each Fund to make decisions on how to cast proxy votes on behalf of such Fund. An Advisor may delegate this responsibility to a Fund’s Sub-Advisor(s).

 

The Trust hereby designates the Advisor of each Fund as the entity responsible for exercising proxy voting authority with regard to securities held in the Fund’s investment portfolio. Consistent with its duties under this Policy, each Advisor shall monitor and review corporate transactions of corporations in which the Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations, ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under the Proxy Rule and the 1940 Act. Each Advisor will perform these duties in accordance with the Advisor’s proxy voting policy, a copy of which will be presented to the Board for its review. Each Advisor will promptly provide to the Trust’s Chief Compliance Officer (“CCO”) updates to its proxy voting policy as they are adopted and implemented, and the Trust’s CCO will then report such updates to the Board.

 

Availability of Proxy Voting Policy and Records Available to Fund Shareholders

 

If a Fund or an Advisor has a website, a copy of the Advisor’s proxy voting policy and this Policy may be posted on such website. A copy of such policies and of each Fund’s proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund, by calling the applicable Fund’s toll-free telephone number as printed in the Funds’ Prospectus. The Trust’s transfer agent will notify the Advisor of any such request of proxy voting procedures. The Advisor shall reply to any Fund shareholder request within three (3) business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery.

 

Each Advisor will provide a complete annual voting record, as required by the Proxy Rule, for each series of the Trust for which it acts as advisor, to the Trust’s co-administrator no later than July 31st of each year. The Trust’s co-administrator, MFAC, will file a report based on such record on Form N-PX on an annual basis with the Securities and Exchange Commission no later than August 31st of each year.

 

Each Advisor is responsible for providing its current proxy voting policies and procedures and any subsequent amendments to the Trust’s CCO. SEC Form N-PX is filed with respect to each Fund by MFAC (acting as filing agent), by no later than August 31st of each year. Each such filing details all proxies voted on behalf of the Fund for the prior twelve months ended June 30th. In connection with each filing on behalf of the Fund, the Advisor’s CCO must sign and return to MFAC no later than July 30th a Form N-PX Certification stating that the Advisor has adopted proxy voting policies and procedures in compliance with the SEC’s Proxy Voting Rule.

 

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