Filed
with the Securities and Exchange Commission on
Securities Act of 1933 File No. 333-180308
Investment Company Act of 1940 File No. 811-22680
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | x |
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 268 | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
Amendment No. 270 |
(Check appropriate box or boxes)
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (513) 587-3400
Karen Jacoppo-Wood
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Name and Address of Agent for Service)
With copy to:
Nicole M. Crum
Sullivan & Worcester LLP
1666 K Street, NW, Suite 700
Washington, DC 20006
It is proposed that this filing will become effective (check appropriate box):
o | immediately upon filing pursuant to paragraph (b) |
x | on
|
o | 60 days after filing pursuant to paragraph (a) (1) |
o | on (date) pursuant to paragraph (a) (1) |
o | 75 days after filing pursuant to paragraph (a) (2) |
o | on (date) pursuant to paragraph (a) (2) of Rule 485(b) |
If appropriate, check the following box:
o | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Institutional Class (ADLVX)
PROSPECTUS
Managed
by
Adler Asset Management, LLC
For
information or assistance in opening an account,
please call toll-free 1-800-408-4682.
This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records.
The U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Adler Value Fund | Table of Contents |
Risk/Return Summary | 2 |
Additional Information Regarding the Funds Investment Objective, Investment Strategies and Related Risks | 10 |
Fund Management | 11 |
How the Fund Values its Shares | 13 |
How to Buy Shares | 14 |
How to Redeem Shares | 20 |
Dividends, Distributions and Taxes | 24 |
Financial Highlights | 27 |
Customer Privacy Notice | 28 |
For Additional Information | Back Cover |
Prospectus | September 28, 2025 | 1 |
Adler Value Fund |
The Adler Value Fund (the Fund) seeks to achieve long-term growth of capital.
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 tables and examples below.
(fees paid directly from your investment)
Institutional Class | |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | |
Maximum Contingent Deferred Sales Charge (Load) | |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | |
Redemption Fee |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Institutional Class | |
Management Fees | |
Distribution and/or Service (12b-1) Fees | |
Other Expenses | |
Acquired Fund Fees and Expenses(1) | |
Total Annual Fund Operating Expenses | |
Fee Waivers and/or Expense Reimbursement(2) | ( |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement | |
(1) |
(2) |
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This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||
Institutional | $ |
$ |
$ |
$ |
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio).
A higher portfolio turnover rate 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 Funds performance.
During the most recent fiscal year, the Funds portfolio turnover rate was
The Fund seeks to achieve its investment objective by investing principally in equity securities of U.S. and non-U.S. issuers, including common stocks, depositary receipts evidencing ownership of common stocks issued by a foreign issuer (ADRs), preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks of companies (e.g., rights, warrants, and options) the Adviser believes are undervalued by the equity market based on the Advisers assessment of the company. The Fund may invest in companies of any capitalization size, including large-cap, mid-cap and small-cap companies. The Fund may also invest in listed call options on stocks it holds in its portfolio.
In selecting investments for the Fund, the Adviser uses a focused-value strategy to invest in companies that, in its opinion, appear to be undervalued by the equity market but where, in the opinion of the Adviser, catalysts exist to close these valuation gaps. The Adviser seeks to exploit perceived market misjudgments in pricing by buying equity securities that appear to be undervalued because of a temporary aversion to these out-of-favor issuers. The Adviser maintains a watch list of companies, and reviews each companys financial condition and prospects, including: expected future earnings; cash flow; the ability and willingness to return capital to shareholders; competitive position; quality of the business franchise; and the reputation, experience, and competence of a companys management and board of directors. The Adviser considers these factors both while the company is on the watch list and also at the time of purchase. Not all companies, at the time of purchase, are on the Advisers watch list, and a company may be added to the Funds portfolio following a precipitating event. When added to the Funds portfolio, a company will generally be trading at a significant discount to its 52-week or all-time high at time of purchase. The Advisers contrarian approach, which includes buying what it believes are fundamentally sound companies that are out-of-favor with the market, is agnostic to industry, sector and market capitalization categorization, and typically involves the securities of fewer than thirty issuers. The Fund may, at times, be more heavily invested in certain sectors. The Adviser may purchase call options on securities in the Funds portfolio when the Adviser believes that this will allow it to increase the Funds position size in that security at a lower cost.
Prospectus | September 28, 2025 | 3 |
Adler Value Fund |
The Adviser will sell a portfolio holding when the Adviser has determined the holding has realized the catalysts previously identified, or the Adviser has identified a more attractive investment. The Adviser will also sell a portfolio holding that does not meet the Advisers expectations.
The Fund is a non-diversified fund, which means that it may invest more of its assets in the securities of a single issuer or a small number of issuers than a diversified fund.
When the Fund receives new investor subscriptions or cash flows, the Fund may hold the assets in cash and cash equivalents until such time as the Adviser can efficiently deploy the cash in accordance with the Funds stated focused-value investment strategy.
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund may not be appropriate for use as a complete investment program. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of an investment in the Fund are generally described below.
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies. The ability of the Fund to achieve its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgment about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
American Depository Receipt (ADR) Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities, such as individual country risk, currency exchange risk, volatility risk, and liquidity risk. ADRs may be available through sponsored or unsponsored facilities. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends.
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Convertible Securities Risk. Convertible securities are subject to the risks of both debt securities and equity securities. The value of convertible securities tends to decline as interest rates rise and, due to the conversion feature, to vary with fluctuations in the market value of the underlying equity security.
Equity Securities Risk. Equity prices are volatile and the prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses.
● | Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
Focused Portfolio and Non-Diversification Risk. The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. The Fund generally will hold a core portfolio of securities of fewer companies than a more diversified fund, and therefore a change in the value of a single company may have a greater impact on the Funds net asset value (NAV) than such a change would have on a more diversified fund. A non-diversified funds NAV per share and total returns may be more volatile or fall more in times of weaker markets than a conventional diversified fund.
Foreign Securities Risk. Investments in foreign securities involve risks that may be different from those of U.S. securities. Foreign securities may not be subject to uniform audit, financial reporting, or disclosure standards, practices, or requirements comparable to those found in the United States. Foreign securities are also subject to the risk of adverse changes in investment or exchange control regulations or currency exchange rates, expropriation or confiscatory taxation, limitations on the removal of funds or other assets, political or social instability and nationalization of companies or industries. In addition, the dividend and interest payable on certain of the Funds foreign securities may be subject to foreign withholding taxes. Foreign securities also involve currency risk, which is the risk that the value of a foreign security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency.
Prospectus | September 28, 2025 | 5 |
Adler Value Fund |
Options Risk. Options give the holder of the option the right to buy (or to sell) a position in an underlying asset, at a set price and time. Options trading is a highly specialized activity that involves unique investment techniques and risks. The value of options can be highly volatile, and their use can result in loss if the Adviser is incorrect in its expectation of price fluctuations. Options are subject to correlation risk because there may be an imperfect correlation between the options and the underlying asset that cause a given transaction to fail to achieve its objectives. The successful use of options depends on the Advisers ability to correctly predict future price fluctuations and the degree of correlation between the options and such assets. Options are also particularly subject to leverage risk and can be subject to liquidity risk.
Preferred Stock Risk. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuers earnings and assets before common stock owners but after bond owners. Preferred stock is subject to interest rate risk, and may have mandatory sinking fund or call provisions, which can have a negative impact on the stocks price when interest rates decline.
Sector Risk. The Fund may, at times, be more heavily invested in certain sectors. When the Fund emphasizes investment in one or more sectors, the value of its net assets will be more susceptible to the financial, market or economic events affecting issuers and industries within those sectors than would be the case for mutual funds that do not emphasize investment in particular sectors. As of May 31, 2025, 40.8% and 14.9% of the Funds net assets were invested in stocks within the financials sector and healthcare sector, respectively. The values of securities of companies in the financial sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, adverse public perception, exposure concentration and decreased liquidity in credit markets. The values of securities of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. Many health care companies are heavily dependent on patent protection. The expiration of patents may adversely affect the profitability of these companies. Many health care companies are subject to extensive litigation based on product liability and similar claims. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Funds net asset value (NAV) per share.
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Stock Market Risk. The return on and value of an investment in the Fund will fluctuate in response to stock market movements. Stocks are subject to market risks, such as a rapid increase or decrease in a stocks value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A companys share price may decline if a company does not perform as expected, if it is not well managed, if there is a decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions. In a declining stock market, stock prices for all companies (including those in the Funds portfolio) may decline, regardless of their long-term prospects. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long-term effects of which are difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund.
Value Investing Risk. Investments in value stocks present the risk that a stock may decline in value or never reach the value the Adviser believes is its full market value, either because the market fails to recognize what the Adviser considers to be the companys true business value or because the Advisers assessment of the companys prospects was not correct. Issuers of value stocks may have experienced adverse business developments or may be subject to special risks that have caused the stock to be out of favor. In addition, the Funds value investment style may go out of favor with investors, negatively affecting the Funds performance.
Warrants and Rights Risk. The Fund may purchase warrants and rights, or it may acquire ownership of such investments by virtue of its ownership of common stocks.
Warrants are essentially options to purchase equity securities at specific prices and are valid for a specific period of time. Rights are similar to warrants but generally have a short duration and are distributed directly by the issuer to its shareholders. The holders of warrants and rights have no voting rights, and receive no dividends, with respect to the equity interests underlying warrants or rights, and will have no rights with respect to the assets of the issuer, until the warrant or right is exercised. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for resale, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant or right can be prudently exercised (in which event the warrant or right may expire without being exercised, resulting in a loss of the Funds entire investment therein).
Prospectus | September 28, 2025 | 7 |
Adler Value Fund |
* |
Quarterly Returns During This Time Period
( |
Average
Annual Total Returns for Periods Ended December 31, 2024 |
One Year | Five Years | Since Inception |
Return After Taxes on Distributions | |||
Return After Taxes on Distributions and Sale of Fund Shares | |||
S&P 500® Index* | |||
S&P 500® Value Index* |
* |
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MANAGEMENT OF THE FUND
Adler Asset Management, LLC is the Funds investment adviser.
Portfolio Manager | Investment Experience with the Fund | Primary Title with Adviser |
David Adler | Since inception of the Fund | Chief Executive Officer |
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
The minimum initial investment amount is $2,500 for all accounts, except for an IRA for which the minimum initial investment is $1,000.
Minimum Additional Investment
Once an account is open, additional purchases of Fund shares may be made at any time, and the minimum additional investment is $100.
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (NYSE) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to the Adler Value Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246. For more information about purchasing and redeeming shares, please see How to Buy Shares and How to Redeem Shares in this Prospectus or call 1-800-408-4682 for assistance.
TAX INFORMATION
The Funds distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or any 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. Certain of these payments are sometimes referred to as revenue sharing. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | September 28, 2025 | 9 |
Adler Value Fund |
ADDITIONAL INFORMATION REGARDING THE FUNDS INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Funds investment objective is to seek to achieve long-term growth of capital. The Board has reserved the right to change the investment objective of the Fund without shareholder approval upon at least 60 days prior written notice to shareholders.
In addition to the strategies and risks described above, the Fund may invest in other types of securities whose risks are described below and/or in the Funds Statement of Additional Information (SAI).
Investments in Money Market Instruments and Temporary Defensive Positions. The Fund will typically hold a portion of its assets in cash or cash equivalent securities, including short-term debt securities, repurchase agreements and money market mutual fund shares (Money Market Instruments). The Fund may invest in Money Market Instruments to maintain liquidity or pending the selection of investments. From time to time, the Fund also may, but should not be expected to, take temporary defensive positions that are inconsistent with the Funds principal investment strategy in attempting to respond to adverse market, economic, political or other conditions, and in doing so, may invest up to 100% of its assets in Money Market Instruments. To the extent the Fund holds other registered investment companies, including money market mutual funds, the Fund will incur acquired fund fees and expenses (as defined by the U.S. Securities and Exchange Commission (SEC)) which means that the Fund will pay its proportionate share of the fees and expenses of the registered investment companies in which it invests. For more information on investments in other investment companies, including money market funds, please see the section Additional Information on Investments, Strategies, and Risks – Investment Companies in the SAI. Anytime the Fund takes a temporary defensive position, it may not achieve its investment objective. Additional disclosure regarding the risks of investing in other investment companies can be found in the Funds SAI.
Portfolio Holdings and Disclosure Policy. A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the Funds SAI.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investors financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
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Fund Management
The Investment Adviser
Adler Asset Management, LLC (the Adviser), located at 600 Third Avenue, Suite 226, New York, NY 10016, serves as the investment adviser to the Fund. Pursuant to the Funds investment advisory agreement (the Advisory Agreement), the Adviser provides the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser is a New York limited liability company and has registered with the SEC as an investment adviser. The Adviser commenced operations in July 2018. The Adviser has been the investment adviser to the Fund since its commencement of operations in August 2018.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 1.00% of the Funds average daily net assets under the terms of the Advisory Agreement. The Adviser has contractually agreed under an expense limitation agreement (the Expense Limitation Agreement), until December 1, 2026, to reduce its Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses of each class of shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired fund fees and expenses; and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 1.25% of the Funds average daily net assets of the Institutional Class shares. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after the date that such fees and expenses were waived or reimbursed, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to December 1, 2026, this agreement may not be modified or terminated without the approval of the Board. The Expense Limitation Agreement may be terminated by the Adviser or the Board, without approval by the other party, at the end of the current term upon not less than 90 days notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Funds Advisory Agreement with the Adviser is terminated. As a result of the Expense Limitation Agreement, the Adviser reduced its management fee entirely for the fiscal year ended May 31, 2025. Therefore, the net aggregate Management Fee paid to the Adviser by the Fund for the fiscal year ended May 31, 2025 as a percentage of average net assets was 0%.
A discussion of the factors considered by the Board in its approval of the Funds Advisory Agreement with the Adviser, including the Boards conclusions with respect thereto, is available in the Funds audited Financial Statements to shareholders for the fiscal year ended May 31, 2025.
Prospectus | September 28, 2025 | 11 |
Adler Value Fund |
Portfolio Manager
The following individual has primary responsibility for day-to-day management of the Funds portfolios:
David Adler is Chief Executive Officer of the Adviser and has served in that capacity since the Advisers inception. From March 2014 to March 2017, Mr. Adler was Executive Vice President at CBRE, Inc. Prior to that, he spent twenty-four years in Investment Banking. Most recently, he was a Managing Director at Bank of America Merrill Lynch. Previously, he was a Managing Director at J.P. Morgan Securities Inc. Mr. Adler received an M.B.A. in Finance from the University of Chicago Graduate School of Business and a B.A. in Economics from the University of Chicago.
The SAI provides additional information about the Portfolio Managers compensation, other accounts managed and ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus, the Administrator or the Transfer Agent), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Funds administrator, transfer agent and fund accounting agent. Management and administrative services provided to the Fund by Ultimus include: (i) providing office space, equipment and officers and clerical personnel to the Fund; (ii) obtaining valuations, calculating NAVs and performing other accounting, tax and financial services; (iii) recordkeeping; (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and other distributions; and (vi) administering custodial and other third-party service provider contracts on behalf of the Fund.
The Distributor
Ultimus Fund Distributors, LLC (the Distributor), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Funds principal underwriter and serves as the exclusive agent for the distribution of the Funds shares. The Distributor may sell the Funds shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
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How the Fund Values its Shares
The NAV of the Fund is calculated as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) on each day that the NYSE is open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Years 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. To calculate NAV, the Funds assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined based on available market quotations. However, if market quotations are not available or are considered unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined in good faith under procedures adopted by the Board. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other registered investment companies that are not listed on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
Your order to purchase or redeem shares is priced at the NAV per share next calculated after your order is received in proper form by the Fund. An order is considered to be in proper form if it includes all necessary information and documentation related to the purchase or redemption request, and, if applicable, payment in full of the purchase amount.
Prospectus | September 28, 2025 | 13 |
Adler Value Fund |
How to Buy Shares
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV per share next calculated after receipt of a purchase order in proper form. The Fund reserves the right to reject any purchase request and/or suspend its offering of shares at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. Certificates representing Fund shares are not issued.
Minimum Initial Investment
The minimum initial investment amount for all accounts is $2,500 except for an IRA for which the minimum initial investment is $1,000. The minimum investment requirements may be waived or reduced for any reason at the discretion of the Fund.
Opening an Account
An account may be opened by mail or bank wire if it is submitted in proper form, as follows:
By Mail. To open a new account by mail:
● | Complete and sign the account application. |
● | Enclose a check payable to the Adler Value Fund. |
● | Mail the application and the check to the Transfer Agent at the following address: |
Adler
Value Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Adler Value Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Shares will be issued at the NAV per share next computed after receipt of your application, in proper form, and check. To ensure timely and accurate processing, purchase requests must be received in good order. A request is considered to be in good order when your purchase request includes:
● | The name of the Fund; |
● | The dollar amount (or number of shares) to be purchased, |
● | A completed and signed purchase application (for new accounts) or proper instructions for existing accounts; and |
● | A check payable to the Adler Funds or, if applicable, a properly authorized wire transfer. |
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Requests that do not contain all required information may be delayed or rejected. The Fund and its Transfer Agent reserve the right to determine whether a purchase request is in good order.
All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. Cash equivalents, for example, cash, cashiers checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and rollover checks), counter checks, starter checks, travelers checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will generally not be accepted. In addition, the Fund does not accept checks made payable to third parties. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
You may not use an Automated Clearing House (ACH) transaction for initial purchase of Fund shares.
ACH Purchase: Current shareholders may purchase additional shares via ACH. To have this option added to your account, please send a completed form/letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. The Fund may alter, modify, or terminate this purchase option at any time.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-800-408-4682 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when the Funds custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See Opening an Account – By Mail above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV next computed after receipt of your wire in proper form.
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Adler Value Fund |
If your check or electronic payment does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges.
Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order in proper form. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. Shares may also be available on certain brokerage platforms. An investor transacting in shares through a broker acting as an agent for the investor may be required to pay a commission and/or other forms of compensation to the broker. These organizations may be the shareholders of record of your shares. Such investors should consult with their financial intermediary regarding any commissions and other fees and expenses of the shares being purchased. The Fund is not responsible for ensuring that these organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers depending on the nature and terms of the financial intermediarys particular platform.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time in minimum amounts of $100. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
● | By sending a check, made payable to the Adler Value Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at Adler Value Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
● | By wire to the Fund account as described under Opening an Account – By Wire. Shareholders are required to call the Transfer Agent at 1-800-408-4682 before wiring funds. |
● | Through your brokerage firm or other financial institution. |
● | By ACH purchase. To have this option added to your account, please send a letter to the Fund requesting this option and supply a voided check for the bank account information. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. |
Automatic Investment Plan (AIP)
Shareholders may make automatic periodic purchases from a designated U.S. bank account by ACH. AIP is available after an account is open; initial purchases must be
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made by mail or wire. With the shareholders authorization and bank approval, the Transfer Agent withdraws the amount specified and invests it in Fund shares at the NAV next determined after the order is received in good order and bank instructions are on file. A minimum of $100 per draft applies. Shareholders may change or terminate the AIP at any time by notifying the Fund or its Transfer Agent. Only U.S. bank accounts at institutions that are members may be used. The Transfer Agent may suspend, modify, or discontinue the AIP at any time. Returned ACH drafts may result in fees.
Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Funds NAV.
Anti-Money Laundering Program
Customer identification and verification is part of the Funds overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.
Customer Identification and Verification
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 that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
● | Name; |
● | Date of birth (for individuals); |
● | Residential or business street address (although post office boxes are still permitted for mailing); and |
● | Social security number, other taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or
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Adler Value Fund |
other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Funds inability to verify your identity.
Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Funds portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Funds shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder trading activity to ensure it complies with the Funds policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead, the Fund uses a subjective approach that permits it to reject any purchase orders that it believes may be indicative of market timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Funds policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Boards opinion, should help reduce the risk of abusive trading in the Fund.
When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Funds shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firms program materials carefully to learn of any rules or fees that may apply.
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Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, an annual IRA custodial fee ($25), statement retrieval fees ($25 per request) and fees for removal of excess contributions or Roth conversions or recharacterizations ($25 per transaction).
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Adler Value Fund |
How to Redeem Shares
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at the NAV per share next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
By Mail. You may redeem shares by mailing a written request to Adler Value Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or by overnight mail c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
A redemption request will be considered in good order only if it includes all of the following:
● | The name of the Fund and the account number; |
● | The exact dollar amount or shares to be redeemed; |
● | The name(s) of the registered account owner(s), exactly as they appear on the account; |
● | Signature(s) of all registered owner(s); |
● | Any required signature guarantee or medallion signature guarantee, if applicable; and |
● | Any documentation reasonably required by the Fund or its transfer agent to verify the identity or authority of the person(s) requesting the redemption. |
Redemption requests that are incomplete, unclear, unsigned, or submitted without the required documentation or signature guarantees may be delayed or rejected. The Fund and its transfer agent are not responsible for processing delays or losses resulting from requests not received in good order.
Signature Guarantees. If the shares to be redeemed have a value of greater than $50,000, or if the payment of the proceeds of a redemption of any amount is to be sent to a person other than the shareholder of record or to an address other than that on record with the Fund, you must have all signatures on written redemption requests guaranteed. If the name(s) or the address on your account has changed within the previous 15 days of your redemption request, the request must be made in writing with your signature guaranteed, regardless of the value of the shares being redeemed.
Medallion Signature Guarantee Requirements
To protect shareholders and the Fund against potential fraud, a signature guarantee, specifically a Medallion Signature Guarantee, may be required in certain circumstances. A Medallion Signature Guarantee is a stamped certification provided by an eligible guarantor institution to verify the authenticity of a signature and the authority of the individual signing on behalf of the account owner.
The Fund or its transfer agent may require a Medallion Signature Guarantee in the following situations:
● | The redemption amount exceeds $50,000; |
● | The proceeds are being mailed to an address or transferred to a bank account that was changed or added within the past 30 calendar days; |
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● | The redemption proceeds are made payable to someone other than the registered account owner; |
● | The proceeds are directed to a financial institution account not held in the shareholders name; |
● | The account registration or ownership is being changed; |
● | Redemption instructions are submitted by mail with alternate delivery instructions or special processing; and |
● | Any other situation where the Fund or its transfer agent reasonably determines that additional documentation or verification is warranted. |
Medallion Signature Guarantees must be obtained from eligible guarantor institutions that are members of a Medallion Signature Guarantee program recognized by the Securities Transfer Association (e.g., STAMP, SEMP, or MSP). These typically include commercial banks, savings associations, credit unions, and broker-dealers. Notarization is not an acceptable substitute for a Medallion Signature Guarantee.
Shareholders should contact the Funds transfer agent in advance of submitting any transaction requests if they are uncertain whether a Medallion Signature Guarantee is required. The Funds Transfer Agent reserves the right to reject any signature guarantee.
Redemption requests by corporate and fiduciary shareholders must be accompanied by appropriate documentation establishing the authority of the person seeking to act on behalf of the account. Forms of resolutions and other documentation to assist in compliance with the Transfer Agents procedures may be obtained by calling the Transfer Agent.
By Telephone. The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account. If you own an IRA, you will be asked whether or not the Fund should withhold federal income tax.
The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-800-408-4682. The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions. You may redeem shares up to $50,000.
During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its Transfer Agent will be held liable if you are unable to place your trade due to high call volume.
The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s), the address, or banking instructions on the account has been changed within the previous 30 days. Neither the Fund, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any such loss. The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund
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Adler Value Fund |
and/or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or recording telephone instructions.
If you own an IRA or other retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal income tax withheld, the redemption will be subject to withholding.
Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive redemption orders on the Funds behalf. The Fund calculates its NAV as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time). Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received, in proper form. These organizations may be authorized to designate other intermediaries to act in this capacity. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent. A redemption to a bank other than the bank of record requires a signature guarantee and any redemption to a bank other than the bank of record is transmitted by federal wire transfer.
Receiving Payment. The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
● | For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days; and |
● | For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 calendar days as permitted under the Investment Company Act of 1940, as amended (the 1940 Act). Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 calendar days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
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Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholders activity causes the account balance to fall below the minimum initial investment amount (the Minimum Account Balance). Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the Minimum Account Balance solely because of a decline in the Funds NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 calendar days to purchase additional shares to meet the Minimum Account Balance requirement.
Lost Shareholders, Inactive Accounts and Unclaimed Property
Certain states have unclaimed property laws that may require the Fund or its transfer agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder has not initiated any contact or transaction within a time period specified by applicable state law.
In some cases, this process is referred to as escheatment, and shareholders may be required to reclaim the assets from the applicable states unclaimed property office. Some states may also require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the case value at the time of the sale.
For retirement accounts, such escheatment may be treated as a taxable distribution and federal and/or state income tac withholding may apply.
To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its transfer agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.
In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.
Systematic Withdrawal Plan
Shareholders may establish a Systematic Withdrawal Plan (SWP) to redeem shares from their account on a periodic basis. Withdrawals may be made in any amount and at any frequency selected by the shareholder, subject to the availability of shares in the account. Redemptions are priced at the NAV next determined after the request is received in good order. Shareholders may modify or terminate the SWP at any time by contacting the Transfer Agent, and the Transfer Agent may suspend or discontinue the SWP at any time. Withdrawals are redemptions of Fund Shares and may be taxable. Overtime, withdrawals may deplete the account. For additional information, call the Transfer Agent toll-free at 1-800-408-4682 for additional information.
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Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Adviser believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Funds custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Funds net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you may pay any applicable taxes and brokerage charges associated with selling the securities.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, fees for outbound wires ($15 per wire), IRA withdrawal fees (transfer or redemption) ($25 per withdrawal), and overnight delivery fees ($35 per overnight delivery) and deducts the fee directly from your account. These fees are subject to change. Your bank may also impose a fee for the incoming wire.
Verification of Shareholder Transaction Statements
You must contact the Fund in writing regarding any errors or discrepancies within 60 days after the date of the statement confirming a transaction. The Fund may deny your ability to refute a transaction if it does not hear from you within 60 days after the confirmation statement date.
Dividends, Distributions and Taxes
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own advisors for advice about the particular federal, state, and local tax consequences of investing in the Fund.
Income dividends and net capital gain distributions, if any, are normally declared and paid annually by the Fund in December. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. Although the Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions paid by the Fund, regardless of whether distributions are paid in cash or reinvested in additional shares of the Fund.
The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested
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in additional shares of the Fund, may be subject to federal, state, and local taxation, depending upon your tax situation. Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends-received deduction. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long you have held your Fund shares.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. If it meets certain minimum distribution requirements, a regulated investment company will not be subject to federal income tax on its taxable income and gains from investments that it timely distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
However, the Funds failure to qualify as a regulated investment company or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders. In order to qualify for taxation as a regulated investment company, the Fund must derive at least 90% of its gross income each taxable year from qualifying income and diversify its assets as described in more detail in the SAI. The Fund will monitor its investments with the objective of maintaining its qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code).
When you redeem Fund shares, you will generally realize a capital gain or loss if you hold the shares as capital assets. Except for investors who hold their respective Fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs, and tax-exempt investors that do not borrow to purchase Fund shares, any gain realized on a redemption of Fund shares may be subject to federal income tax. However, certain exchanges of shares may be exempt from tax, including exchanges of the Funds shares for shares of a different class of the Fund. All or a portion of any loss realized upon a taxable disposition of the Funds shares will be disallowed if you purchase other substantially identical shares within 30 days before or 30 days after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
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Adler Value Fund |
U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their net investment income, including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or taxpayer identification number or fail to certify that such number is correct, or who have been notified by the Internal Revenue Service (IRS) that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Mutual fund companies are required to report cost basis information to the IRS on Form 1099-B for sales of mutual fund shares (Covered Shares). Under these regulations, mutual funds must select a default cost basis calculation method and apply that method to the sale of Covered Shares unless an alternate IRS approved method is specifically elected in writing by the shareholder. Average Cost, which is the mutual fund industry standard, has been selected as the Funds default cost basis calculation method. If a shareholder determines that an IRS approved cost basis calculation method other than the Funds default method of Average Cost is more appropriate, the shareholder must contact the Fund at the time of or in advance of the sale of Covered Shares that are to be subject to that alternate election. IRS regulations do not permit the change of a cost basis election on previously executed trades.
Shareholders that are not U.S. persons within the meaning of the Code should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of U.S. tax rules and tax rules of other applicable jurisdictions to their investment in a Fund.
Because everyones tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
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Financial Highlights
The financial highlights table is intended to help you understand the Funds financial performance for the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years that ended May 31, 2023 May 31, 2024, and May 31, 2025, has been audited by the Funds Independent Registered Public Accounting Firm, Cohen & Company, Ltd., whose report is included in the Funds audited financial statements to shareholders, which may be obtained at no charge by calling the Fund at 1-800-408-4682 or by visiting the Funds website at www.adlervaluefund.com. The fiscal years prior to fiscal year 2023 were audited by the Funds prior independent registered public accounting firm.
ADLER VALUE FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year
Ended May 31, 2025 | Year
Ended May 31, 2024 | Year
Ended May 31, 2023 | Year
Ended May 31, 2022 | Year
Ended May 31, 2021 | ||||||||||||||||
Net asset value at beginning of year | $ | 26.38 | $ | 22.32 | $ | 27.70 | $ | 30.50 | $ | 19.82 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (a) | 0.35 | 0.40 | 0.31 | 0.95 | (b) | 0.07 | ||||||||||||||
Net realized and unrealized gains (losses) on investments | 1.68 | 3.96 | (4.03 | ) | (1.35 | ) | 10.92 | |||||||||||||
Total from investment operations | 2.03 | 4.36 | (3.72 | ) | (0.40 | ) | 10.99 | |||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (0.39 | ) | (0.30 | ) | — | (2.30 | ) | (0.31 | ) | |||||||||||
Net realized gains | — | — | (1.66 | ) | (0.10 | ) | — | |||||||||||||
Total distributions | (0.39 | ) | (0.30 | ) | (1.66 | ) | (2.40 | ) | (0.31 | ) | ||||||||||
Net asset value at end of year | $ | 28.02 | $ | 26.38 | $ | 22.32 | $ | 27.70 | $ | 30.50 | ||||||||||
Total return (c) | 7.72 | % | 19.59 | % | (13.84 | %) | (1.64 | %) | 55.78 | % | ||||||||||
Net assets at end of year (000s) | $ | 3,919 | $ | 3,708 | $ | 3,651 | $ | 4,202 | $ | 3,795 | ||||||||||
Ratios/supplementary data: | ||||||||||||||||||||
Ratio of total expenses to average net assets | 6.41 | % | 6.15 | % | 5.88 | % | 5.65 | % | 8.42 | % | ||||||||||
Ratio of net expenses to average net assets (d) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||
Ratio of net investment income to average net assets (d) | 1.26 | % | 1.66 | % | 1.25 | % | 3.23 | % (b) | 0.27 | % | ||||||||||
Portfolio turnover rate | 22 | % | 31 | % | 23 | % | 45 | % | 0 | % (e) |
(a) | Per share net investment income has been determined on the basis of average number of shares outstanding during the period. |
(b) | During the year ended May 31, 2022, the Fund received a large special dividend distribution from Meredith Corporation. Had the Fund not received this special dividend distribution, the net investment income per share and ratio of net investment income to average net assets would have been $0.82 and 2.79% lower, respectively. |
(c) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced fees and reimbursed expenses. |
(d) | Ratio was determined after management fee reductions and expense reimbursements |
(e) | Percentage rounds to less than 1%. |
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Adler Value Fund |
Customer Privacy Notice
FACTS | WHAT DOES THE ADLER VALUE FUND (the Fund) DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
■ Social Security number
■ Assets
■ Retirement Assets
■ Transaction History
■ Checking Account Information
■ Purchase History
■ Account Balances
■ Account Transactions
■ Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons the Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does
the Fund share? |
Can
you limit this sharing? |
For
our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No |
For
our marketing purposes – to offer our products and services to you |
No | We dont share |
For joint marketing with other financial companies | No | We dont share |
For
our affiliates everyday business purposes – information about your transactions and experiences |
No | We dont share |
For
our affiliates everyday business purposes – information about your creditworthiness |
No | We dont share |
For non-affiliates to market to you | No | We dont share |
Questions? | Call 1-800-408-4682 |
28 | 1-800-408-4682 | www.adlervaluefund.com |
Who we are | |
Who is providing this notice? | Adler Value Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator) |
What we do | |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. |
How does the Fund collect my personal information? | We collect your personal information, for example, when you
■ Open an account
■ Provide account information
■ Give us your contact information
■ Make deposits or withdrawals from your account
■ Make a wire transfer
■ Tell us where to send the money
■ Tell us who receives the money
■ Show your government-issued ID
■ Show your drivers license
We also collect your personal information from other companies. |
Why cant I limit all sharing? | Federal law gives you the right to limit only
■ Sharing for affiliates everyday business purposes – information about your creditworthiness
■ Affiliates from using your information to market to you
■ Sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
■ Adler Asset Management, LLC, the investment adviser to the Fund, could be deemed to be an affiliate. |
Non-affiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies
■ The Fund does not share with non-affiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
■ The Fund does not jointly market. |
Prospectus | September 28, 2025 | 29 |
For Additional Information
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Funds investments is available in the Funds annual and semi-annual reports to shareholders and in Form N-CSR. In the Funds annual report, you will find a discussion of the market conditions and strategies that significantly affected the Funds performance during its last fiscal year. In Form N-CSR, you will find the Funds annual and semi-annual financial statements.
To obtain a free copy of the SAI, the audited and unaudited Financial Statements or other information about the Fund, or to make inquiries about the Fund, please call Toll-Free:
1-800-408-4682
This Prospectus, the SAI and the most recent shareholder reports are also available without charge on the Funds website at www.adlervaluefund.com or upon written request to the Fund at:
Adler Value Fund
c/o
Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Only one copy of a Prospectus or an audited or unaudited Financial Statements will be sent to each household address. This process, known as Householding, is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may, of course, request an additional copy of a Prospectus or an audited or unaudited Financial Statement at any time by calling or writing the Fund or by downloading from the Funds website at www.adlervaluefund.com. You may also request that Householding be eliminated from all your required mailings.
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of information on the SECs Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
Investment Company Act File No. 811-22680
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EVOLUTIONARY TREE INNOVATORS FUND |
A CLASS SHARES: (INVTX) |
Managed by |
Evolutionary Tree Capital Management, LLC |
PROSPECTUS |
September 28, 2025 |
For
information or assistance in opening an account, please call toll-free 1-833-517-1010. |
This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records. |
The U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. |
TABLE OF CONTENTS
RISK/RETURN SUMMARY | 1 |
ADDITIONAL INFORMATION REGARDING THE FUNDS INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 8 |
FUND MANAGEMENT | 14 |
DISTRIBUTION PLAN | 16 |
HOW THE FUND VALUES ITS SHARES | 16 |
HOW TO BUY SHARES | 17 |
HOW TO REDEEM SHARES | 24 |
DIVIDENDS, DISTRIBUTIONS AND TAXES | 32 |
FINANCIAL HIGHLIGHTS | 34 |
CUSTOMER PRIVACY NOTICE | 35 |
FOR ADDITIONAL INFORMATION | Back Cover |
The Evolutionary Tree Innovators Fund (the Fund) seeks to achieve long-term growth of capital.
This table describes the fees and expenses that you may pay if you buy, hold, and sell A Class shares of the Fund. You may be required to pay commissions and/or other forms of compensation, such as brokerage commissions and other fees to financial intermediaries for transactions, which are not reflected in the tables and examples below. More information about these and other discounts is available (i) from your financial professional and (ii) in the section Sales Charges on page [26] of this Prospectus.
Shareholder
Fees (fees paid directly from your investment) |
A
Class Shares | |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
||
Maximum
Deferred Sales Charge (Load) (as a percentage of net asset value) |
1 |
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
A
Class Shares | |
Management Fees | ||
Distribution and/or Service(12b-1) Fees | ||
Other Expenses | ||
Total Annual Fund Operating Expenses | ||
Less Fee Reductions and/or Expense Reimbursements(1) | ( | |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
(1) |
1
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
1 Year | 3 Years | 5 Years | 10 Years | |
$ |
$ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate 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 Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was of the average value of its portfolio.
The Fund seeks to achieve its investment objective by investing principally in 25-35 growth-oriented equity securities, including domestic securities and foreign securities trading as American Depository Receipts (ADRs). The Funds portfolio will be non-diversified.
These equities will be primarily of large and medium companies with market capitalizations generally greater than $20 billion (Large Cap) and/or greater than $2 billion (Mid-Cap) at the time of purchase, but may include market capitalizations below $2 billion (Small-Cap) to a lesser extent.
ADRs of foreign companies may comprise up to 15% of the Funds net assets. However, ADRs of companies that have designated one of their primary headquarters as being located in the United States (U.S.) will be treated as domestic securities for the purposes of this limit.
The Adviser selects leading innovative businesses that benefit from various types of innovation, including new products, new services, and innovative business models, for inclusion in the Funds portfolio. In addition to contributing to sustaining growth for leading innovative businesses, new innovations may also enable leading innovators to take market share, create competitive advantage relative to competitors, and/or enhance profitability over time. Taken together, the Adviser believes that innovation is a fundamental root cause and driver of sustainable growth. The Adviser uses differentiated investment criteria and processes to evaluate and select holdings for the Fund. Holdings are generally sold from the Fund if there is material deterioration in the business relative to the eight criteria that the Adviser believes is not temporary or fixable, or another opportunity with a stronger fit relative to our investment criteria causes forced displacement.
While the Fund will not deliberately focus its investments in any one sector, the Advisers focus on innovative businesses and innovation may tend to favor certain sectors over others. Therefore, the Funds portfolio from time to time may be comprised of 15% or more in one or more sectors such as Technology, Consumer Discretionary, Healthcare and Communications.
2
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund may not be appropriate for use as a complete investment program. The principal risks of an investment in the Fund are described below.
Growth Investing Risk. Investments in growth stocks present the risks that the stocks expected growth will not be realized, the stocks react differently than the market as whole or other types of stock, and the stocks are more sensitive to changes in their companies earnings and more volatile than other types of stock. In addition, the Funds growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Funds performance.
Equity Securities Risk. Equity security prices are volatile and the value of such securities in the Funds portfolio may decline due to fluctuations in market prices, interest rates, national and international economic conditions, or other market events.
● | Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Small-capitalization and mid-capitalization companies also may not be widely followed by investors, which can lower the demand for their securities. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Sector Risk. The Funds investment strategy may result in the Fund having significant over or under exposure to certain industries or market sectors, which may cause the Funds performance to be more or less sensitive to developments affecting those industries or market sectors.
● | Technology Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the technology sector. Many products and services offered in technology-related industries are subject to rapid obsolescence, which may lower the value of the issuers in this sector. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. |
3
● | Consumer Discretionary Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the consumer discretionary sector. The consumer discretionary sector comprises companies whose businesses are sensitive to economic cycles, such as manufacturers of high-end apparel and automobile and leisure companies. Companies in the consumer discretionary sector are subject to fluctuations in supply and demand. |
● | Healthcare Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the healthcare sector. The values of securities of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. Many health care companies are heavily dependent on patent protection. |
● | Communications Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the communications sector, including telecommunications and media companies. The values of securities of companies in the communications sector may be affected by risks related to cybersecurity incidents, data breaches, new technologies, substantial capital requirements, government regulation, cyclicality of revenues and earnings, obsolescence of products and services, and changes in consumer preferences and expectations, among other things. |
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies.
Foreign Securities Risk. The Funds investments in foreign securities are subject to the risks of currency exchange rate fluctuations, political unrest, economic instability, less stringent regulation, capital controls and changes in foreign laws.
● | ADR Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities such as individual country, currency exchange, volatility, and liquidity risks. |
Investment Style and Management Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to other mutual funds that employ similar investment strategies. The Funds growth style may go out of favor with investors, negatively affecting the Funds performance. In addition, the Adviser may select investments that fail to perform as anticipated.
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
4
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could cause turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets, such as changes in governments economic policies, political turmoil, terrorism, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues, which may negatively affect many issuers domestically and around the world. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long term effects of which are difficult to assess. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and, therefore, adversely affect the Fund.
Non-Diversified Status Risk. The Fund is a non-diversified fund, which means it invests a higher percentage of its assets in a limited number of securities. Because the Fund may invest in securities of a smaller number of issuers, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely, which may, therefore, have a greater impact on the Funds performance.
Stock Market Risk. Stock prices are volatile. Stock market risk refers to the risk that the value of stocks in the Funds portfolio may decline due to daily fluctuations in the stock market. The Funds share price will change daily based on many factors that may generally affect the stock market, including fluctuations in interest rates, national and international economic conditions, and general equity market conditions. In a declining stock market, stock prices for all companies (including those in the Funds portfolio) may decline, regardless of their long-term prospects.
The bar chart and table show the performance of the A Class shares. Updated performance information, current through the most recent month end, is available by calling or by visiting the Funds website at .
* |
( | |
(12/31/2023) | (9/30/2023) |
5
Average
Annual Total Returns For Year/Period Ended December 31, 2024 – A Class |
1 Year | Since
Inception ( ) |
Fund | ||
Fund Returns After Taxes on Distributions | ||
Fund Returns After Taxes on Distributions and Sale of Fund Shares | ||
S&P
500® Index ( ) |
MANAGEMENT OF THE FUND
Evolutionary Tree Capital Management, LLC is the Funds investment adviser.
Portfolio
Manager |
Investment
Experience with the Fund |
Primary
Title with Adviser |
Thomas M. Ricketts, CFA | Since inception of the Fund | President |
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
For the A Class Shares, the minimum investment amount is $1,000 for all regular accounts.
The minimum initial investment requirements may be waived or reduced for any reason at the discretion of the Fund.
Minimum Additional Investment
For the A Class Shares, the minimum additional investment amount is $50 for all regular accounts.
6
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (NYSE) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246. For more information about purchasing and redeeming shares, please see How to Buy Shares and How to Redeem Shares in this Prospectus or call 1-833-517-1010 for assistance.
TAX INFORMATION
The Funds distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or any 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. Certain of these payments are sometimes referred to as revenue sharing. Ask your salesperson or visit your financial intermediarys website for more information.
7
ADDITIONAL
INFORMATION REGARDING
THE FUNDS INVESTMENT OBJECTIVE,
INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Funds investment objective is to seek to achieve long-term growth of capital. The Funds Board of Trustees (the Board) has reserved the right to change the investment objective of the Fund without shareholder approval upon at least 60 days prior written notice to shareholders.
Investment Strategy
The Evolutionary Tree Innovators Fund is a focused portfolio of leading innovative businesses using a long-term approach. The investment strategy for the Fund is built on: 1) Understanding how innovations drive multi-year growth opportunities for leading innovative businesses; 2) Evaluating investments based on a stringent set of eight investment criteria; and 3) Implementing a rigorous and team-based research process. The Advisers objective in shaping the Funds portfolio is to identify important innovations that are driving secular growth and evolutionary shifts for companies, industries, and the economy, and own leading innovators at the forefront. The Adviser defines evolutionary shifts as when an industry shifts from an old generation of an offering (e.g., product, service, business model) to a next generation or new offering that provides advantages versus the old way.
The Fund typically invests in a focused portfolio of 25-35 common stocks of leading innovative businesses that trade on U.S. exchanges. The strategy is primarily focused on leading innovators based in the U.S., though select ownership of ADRs may comprise up to 15% of the Funds net assets.
The Fund primarily invests in securities of large and medium capitalization companies, with market capitalizations generally greater than $20 billion (Large Cap) or greater than $2 billion (Mid-Cap) at the time of purchase, respectively, but may include market capitalizations below $2 billion (Small-Cap) to a lesser extent.
As a focused strategy, the Fund is non-diversified and, thus, invests in fewer companies than a diversified mutual fund or than are represented in most indexes. As a result, the Fund may invest a significant percentage of the Funds assets in a particular security or in specific sectors in order to focus investment on leading innovators and on specific areas of innovation. Therefore, the Funds portfolio from time to time is comprised of 15% or more in one or more sectors such as Technology, Consumer Discretionary, Healthcare and Communications.
The Adviser seeks to identify and select leading innovative businesses that benefit from various types of innovation, including new products, new services, and innovative business models, for inclusion in the Funds portfolio. In addition to contributing to sustaining growth for leading innovative businesses, new innovations may also enable leading innovators to take market share, create competitive advantage relative to competitors, and/or enhance profitability over time. Taken together, the Adviser believes that innovation is a fundamental root cause and driver of sustainable growth.
The Fund strives to own leading innovative businesses that, in the Advisers assessment, generally meet the eight investment criteria listed below. The Advisers investment process is built on in-depth research which may include certain activities such as reading trade journals, attending industry conferences, talking to users and other industry participants, and/or accessing data and analytics, among other activities. These research activities enable the investment team to evaluate each company relative to the eight investment criteria listed below.
8
Investment Criteria:
1. | Benefits from Evolutionary Shift Driven by Secular Trends and Innovation (i.e., The Adviser looks for situations where innovation leads to the creation of a new product or service, which then drives a shift away from an old way of doing things (old generation) to a new way of doing things (new or next generation). | |
2. | Large Market Opportunity with Room for Growth | |
3. | Attractive Industry Structure and Dynamics | |
4. | Industry Leader with Strong Innovation Pipeline | |
5. | Multiple Layers of Competitive Advantage | |
6. | Strong Business Model and Financial Position | |
7. | Exceptional Talent with a Unique Culture | |
8. | Logical Valuation Based on Long-term Drivers and Economics |
The Adviser will usually decide to sell a position in the Funds portfolio if a company owned in the Fund fails to deliver on the Advisers growth expectations over time, experiences erosion in its leadership position or competitive advantages, or it fails to develop innovations that gain adoption in the marketplace. In addition, the Adviser may determine to sell a position in the Funds portfolio if an investments valuation, in the Advisers assessment, becomes excessive, or that the Adviser believes a better investment opportunity exists for the Fund.
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund is not appropriate for use as a complete investment program. The principal risks of an investment in the Fund are generally described below.
Growth Investing Risk. Investments in growth stocks present the risks that the stocks expected growth will not be realized, the stocks react differently than the market as whole or other types of stock, and the stocks are more sensitive to changes in their companies earnings and more volatile than other types of stock. In addition, the Funds growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Funds performance.
Equity Securities Risk. Equity security prices are volatile and the prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses.
● | Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
9
● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Sector Risk. The Funds investment strategy may result in the Funds having significant over or under exposure in certain industries or market sectors. Sector risk is the possibility that securities within the same group of industries or market sectors will decline in price due to sector-specific market or economic developments. If the Fund invests more heavily in a particular sector, the value of its shares may be sensitive to factors and economic risks that specifically affect that sector. As a result, the Funds share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries or in different sectors. Additionally, some sectors could be subject to greater government regulation than other sectors, which may impact the share price of companies in these sectors.
● | Technology Sector Risk. The Fund may concentrate its investments in the securities of issuers engaged primarily in the technology sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Funds investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. |
● | Consumer Discretionary Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the consumer discretionary sector. The consumer discretionary sector comprises companies whose businesses are sensitive to economic cycles, such as manufacturers of high-end apparel and automobile and leisure companies. Companies in the consumer discretionary sector are subject to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations. |
● | Healthcare Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the healthcare sector. The values of securities of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. Many health care companies are heavily dependent on patent protection. The expiration of patents may adversely affect the profitability of these companies. Many health care companies are subject to extensive litigation based on product liability and similar claims. |
10
● | Communications Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the communications sector, including telecommunications and media companies. Communications companies may face rapid product obsolescence as well as unexpected risks and costs related to product compatibility and standardization, new product introduction and technological developments, such as artificial intelligence and machine learning. These companies may need to commit substantial capital to integrate new technologies and develop new products and services. Demographic shifts and changes in consumer preferences and expectations may have negative impacts on their business. Cybersecurity and data privacy risks may be heightened for communications companies, and a theft of proprietary or consumer information or disruptions in service could have a material adverse effect on their operations and reputation. Communications companies are subject to extensive government regulation, including licensing and franchise requirements. The costs of complying with regulations and seeking required approvals, as well as potential delays or denials, may adversely affect their business. These companies may face increased government scrutiny and may be subject to adverse government or legal action. They depend significantly on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their profitability. |
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgement about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Foreign Securities Risk. The Funds investments in foreign securities are subject to the risks of currency exchange rate fluctuations, political unrest, economic instability, less stringent regulation, capital controls and changes in foreign laws.
● | ADR Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities, such as individual country risk, currency exchange risk, volatility risk, and liquidity risk. ADRs may be available through sponsored or unsponsored facilities. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends. |
Investment Style and Management Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to other mutual funds that employ similar investment strategies. The Funds growth style may go out of favor with investors, negatively affecting the Funds performance. In addition, the Adviser may select investments that fail to appreciate as anticipated. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgments about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
11
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general bond market conditions. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, terrorism, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long-term effects of which are difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Non-Diversified Risk. The Fund is non-diversified. A non-diversified fund is a fund that does not satisfy the definition of a diversified company set forth in the Investment Company Act of 1940 (the 1940 Act). A diversified company means that as to 75% of the Funds total assets (1) no more than 5% may be invested in the securities of a single issuer, and (2) the Fund may not hold more than 10% of the outstanding voting securities of a single issuer.
Since the Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the Code), the Fund will seek to limit its investment, excluding cash, cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, so that at the close of each quarter of the taxable year, (1) not more than 25% of the Funds total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of the Funds total assets will be invested in the securities of a single issuer nor represent more than 10% of the issuers outstanding voting securities.
Because the Fund may invest a large percentage of its assets in the securities of fewer issuers, the Fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities.
Stock Market Risk. Stock prices are volatile. The return on and value of an investment in the Fund will fluctuate in response to stock market movements. Stocks are subject to market risks, such as a rapid increase or decrease in a stocks value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A companys share price may decline if a company does not perform as expected, if it is not well managed, if there is a decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions. In a declining stock market, stock prices for all companies (including those in the Funds portfolio) may decline, regardless of their long-term prospects. During periods of market volatility, stock prices can change drastically, and you could lose money over short- or long-term periods.
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In addition to the principal strategies and risks described above, the Fund may invest on a non-principal basis in other types of securities whose risks are described below or in the Funds Statement of Additional Information (SAI).
Investments in Money Market Instruments and Temporary Defensive Positions. The Fund will typically hold a portion of its assets in cash or cash equivalent securities, including short-term debt securities, repurchase agreements and money market mutual fund shares (Money Market Instruments). The Fund may invest in Money Market Instruments to maintain liquidity or pending the selection of investments. From time to time, the Fund also may, but should not be expected to, take temporary defensive positions in attempting to respond to adverse market, economic, political or other conditions, and in doing so, may invest up to 100% of its assets in Money Market Instruments. When the Fund invests in a money market mutual fund, the shareholders of the Fund generally will be subject to duplicative management fees. To the extent the Fund holds other registered investment companies, including money market mutual funds, the Fund will incur acquired fund fees and expenses (as defined by the U.S. Securities and Exchange Commission (SEC)), which means that the Fund will pay its proportionate share of the fee and expenses of the registered investment companies it holds. Anytime the Fund takes a temporary defensive position, it may not achieve its investment objective.
CFTC Regulation Risk. To the extent the Fund makes investments regulated by the Commodity Futures Trading Commission (the CFTC), the Fund intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act, as amended (the CEA). The Adviser, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 and therefore, the Adviser is not subject to registration or regulation as a commodity pool operator under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Adviser may be required to modify the Funds investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Portfolio Holdings and Disclosure Policy. A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the Funds SAI.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investors financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
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FUND MANAGEMENT
The Investment Adviser
Evolutionary Tree Capital Management, LLC (the Adviser), located at 1199 N. Fairfax Street, Suite 801, Alexandria, Virginia 22314, serves as the investment adviser to the Fund. Pursuant to the Funds investment advisory agreement (the Advisory Agreement), the Adviser provides the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser is a Delaware limited liability company and has registered with the SEC as an investment adviser. The Adviser commenced operations in August 2017, and provides services to separately managed accounts in addition to the Fund.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.80% of the Funds average daily net assets under the terms of the Advisory Agreement.
The Adviser has contractually agreed under an expense limitation agreement (the Expense Limitation Agreement), until October 31, 2026, to reduce its Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses of the A Class Shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired Fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 1.22% of the A Class Shares average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such date that the fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. It is expected that the Expense Limitation Agreement will continue from year-to-year provided such continuance is approved by the Board. Prior to October 31, 2026, this agreement may not be modified or terminated without the approval of the Funds Board. The Expense Limitation Agreement may be terminated by the Adviser or the Board, without approval by the other party, at the end of the current term upon not less than 90 days notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Funds Advisory Agreement with the Adviser is terminated. As a result of the Expense Limitation Agreement, the Adviser reduced its management fee by $236,760 for the fiscal year ended May 31, 2025 for the Fund. Therefore, the net aggregate Management Fee paid to the Adviser by the Fund for the fiscal year ended May 31, 2025 as a percentage of annual net assets was 0.02%.
A discussion of the factors considered by the Board in its approval of the Funds Advisory Agreement with the Adviser, including the Boards conclusions with respect thereto, is available in the Funds unaudited Financial Statements to shareholders for the six-month period ended November 30, 2024.
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Portfolio Manager
The following individual has primary responsibility for day-to-day management of the Funds portfolios:
Thomas M. Ricketts, CFA, founder of the Adviser, serves as President, Chief Investment Officer, Portfolio Manager, and Research Analyst of the Adviser and has served in that capacity since the Advisers inception. Prior to founding the Adviser, Mr. Ricketts was Sr. Portfolio Manager (PM) at Sands Capital Management (Sands Capital) and a co-PM on the Sands Select Growth Large Cap Growth strategy for eight years (2008-2015). Additionally, he was a member of the Executive Management Team (EMT), which provided strategic leadership for Sands Capital, and the Directing Research Team (DRT), which provides oversight of the 40-person investment team. Mr. Ricketts joined Sands Capital in 1994. He earned his Bachelor of Science degree from the McIntire School of Commerce at the University of Virginia (1994), his Chartered Financial Analyst (CFA) designation (1997), and an Advanced Certificate for Executives from the MIT Sloan School of Management (2017).
The SAI provides additional information about the Portfolio Managers compensation, other accounts managed and ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus, the Administrator, or the Transfer Agent), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Funds administrator, transfer agent and fund accounting agent. Management and administrative services of Ultimus include: (i) providing office space, equipment and officers and clerical personnel to the Fund; (ii) obtaining valuations, calculating net asset values (NAVs) and performing other accounting, tax and financial services; (iii) recordkeeping; (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and other distributions; and (vi) administering custodial and other third party service provider contracts on behalf of the Fund.
The Distributor
Ultimus Fund Distributors, LLC (the Distributor), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Funds principal underwriter and serves as the exclusive agent for the distribution of the Funds shares. The Distributor may sell the Funds shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
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DISTRIBUTION PLAN
The Fund has adopted a plan of distribution for its A Class shares (the 12b-1 Plan) in accordance with Rule 12b-1 under the 1940 Act. The 12b-1 Plan allows the Fund to make payments to securities dealers and other financial organizations (including payments directly to the Adviser and the Distributor) for expenses related to the distribution and servicing of the Funds A Class shares. The annual fees payable under the 12b-1 Plan may not exceed an amount equal to 0.25% of the A Class shares average daily net assets. Because 12b-1 Plan fees are paid out of the Funds assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges. Expenses related to the distribution and servicing of the Funds A Class shares may include, but are not limited to, payments to securities dealers and other persons who are engaged in the sale of A Class shares of the Fund and who may be advising shareholders regarding the sale or retention of such shares; expenses of maintaining personnel who render shareholder support services not otherwise provided by the Transfer Agent or the Fund; expenses of formulating and implementing marketing and promotional activities, including direct mail promotions and mass media advertising; expenses of preparing, printing or distributing prospectuses and statements of additional information and reports for recipients other than existing shareholders of the Fund; expenses of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and any other expenses related to the distribution and servicing of the Funds A Class shares. The Adviser may make additional payments to financial organizations from its own assets. The payment by the Adviser of any such additional compensation will not affect the expense ratio of the Fund.
HOW THE FUND VALUES ITS SHARES
The NAV of the Fund is calculated as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time) on each day that the NYSE is open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Years 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. To calculate NAV, the Funds assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined based on available market quotations. However, if market quotations are not available or are considered unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other registered investment companies that are not listed on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
Your order to purchase or redeem shares is priced at the NAV per share next calculated after your order is received in proper form by the Fund. An order is considered to be in proper form if it includes all necessary information and documentation related to the purchase or redemption request, and, if applicable, payment in full of the purchase amount.
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HOW TO BUY SHARES
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV per share next calculated after receipt of a purchase order in proper form plus any applicable sales load. The Fund reserves the right to reject any purchase request and/or suspend its offering of shares at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. You must contact the Fund in writing regarding any errors or discrepancies within 60 days after the date of the statement confirming a transaction. The Fund may deny your ability to refute a transaction if it does not hear from you within 60 days after the confirmation statement date. Certificates representing Fund shares are not issued.
Choosing a Share Class
In addition to the A Class shares offered through this Prospectus, the Fund offers I Class shares in a separate Prospectus. Each share class represents an ownership interest in the same investment portfolio and has the same rights, but differ in that each class has its own minimum investment requirement and expense structure. The Fund did not designate classes of shares prior to the offering of A Class shares; shares offered prior to the offering of A Class shares have been designated as I Class shares.
Each share class has its own shareholder eligibility criteria, cost structure and other features. Contact your financial intermediary or the Fund for more information about the Funds share classes and how to choose between them.
A Class Shares have a front-end sales charge, which is deducted from your purchase price when you buy your shares, and results in a smaller dollar amount being invested in the Fund than the purchase price you pay (unless you qualify for a waiver or reduction of the sales charge). I Class shares are not subject to a sales charge, so the full amount of your purchase price is invested in that share class. A Class shares are subject to 12b-1 Plan fees that permit the Fund to pay distribution fees of up to 0.25% per year to those intermediaries offering A Class shares. I Class shares are available without a 12b-1 Plan fee to those investors eligible to purchase such shares.
When you choose your class of shares, you should consider the size of your anticipated investment. Your financial consultant or other financial intermediary can help you determine which share class is best suited to your personal financial goals. Not all financial intermediaries make all classes of shares available to their clients. If you qualify to purchase I Class shares, then you should purchase them rather than the A Class shares because the A Class shares have higher expenses than the I Class shares. Although each class invests in the same portfolio of securities, the returns for each class will differ because each class is subject to different expenses. Investors interested in purchasing I Class shares should call 1-833-517-1010 for a Prospectus and additional information.
If you qualify as a purchaser of I Class shares, but your account is invested in A Class shares, you may convert your A Class shares to I Class shares based on the relative NAV per share of the two classes on the conversion date. You can initiate a share class conversion for an account by one of the following methods.
● | By contacting the Transfer Agent at 1-833-517-1010. |
● | By sending a written and signed request to the Evolutionary Tree Innovators Fund, c/o |
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Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number and provide contact information for the Transfer Agent. |
● | Through your brokerage firm or other financial institution. |
For federal income tax purposes, exchanges of one share class for a different share class of the same fund (even if processed as a liquidation and a purchase) should not result in the realization by the investor of a capital gain or loss. There can be no assurance of any particular tax treatment, however, and you are urged and advised to consult with your own tax advisor before entering into a share class exchange.
All conversions are processed at the respective NAV of each share class, without the imposition of a sales charge or conversion fee. The Fund may automatically convert your shares to another eligible class if you no longer meet the requirements for your current class. Tax consequences may apply. The Fund reserves the right to modify or discontinue the share class conversion privilege at any time.
Financial intermediaries may convert shares in a customer or clients account to a more expensive share class if prior to the conversion the intermediary determines that the higher priced share class is more suitable to the customers interests and the intermediary discloses any additional compensation to the customer, including revenue sharing arrangements with the Adviser or Distributor.
If a financial institution, processing organization or intermediary (a converting entity) is initiating a share class conversion(s) for the Fund on a platform, then the converting entity should contact the Distributor at least 60 days in advance and obtain the Distributors confirmation of the share class conversion.
Minimum Initial Investment
For the A Class shares, the minimum initial investment amount is $1,000 for all regular accounts.
This minimum investment requirement may be waived or reduced for any reason at the discretion of the Fund.
Investments in A Class shares may be made only through your dealer or financial adviser.
Opening an Account
A Class shares are only available for purchase into accounts that have a broker of record. If an investor buys A Class shares directly from the Fund without a broker of record listed on the account, the Fund will treat this request as a purchase of A Class shares at NAV if the investor qualifies for a sales charge waiver. See Waiver of Front-End Sales Charge – A Class Shares below.
By Mail. To open a new account by mail:
● | Complete and sign the account application. |
● | Enclose a check payable to the Evolutionary Tree Innovators Fund, reference A Class shares if applicable to ensure proper crediting in your account. |
● | Mail the application and the check to the Transfer Agent at the following address: |
Evolutionary
Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
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P.O.
Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Evolutionary Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Shares will be issued at the NAV per share next computed after receipt of your application, in proper form, and check subject to any
applicable sales load. To ensure timely and accurate processing, purchase requests must be received in good order.
A request is considered to be in good order when it includes:
● | The name of the Fund; |
● | The dollar amount (or number of shares) to be purchased; |
● | A completed and signed purchase application (for new accounts) or proper instructions for existing accounts; and |
● | A check payable to the Evolutionary Tree Innovators Fund or, if applicable, a properly authorized wire transfer. |
Requests that do not contain all required information may be delayed or rejected. The Fund and its Transfer Agent reserve the right to determine whether a purchase request is in good order.
All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. Cash equivalents, for example, cash, cashiers checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and rollover checks), counter checks, starter checks, travelers checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will generally not be accepted. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
Automated Clearing House (ACH) Purchase: ACH cannot be used for your initial purchase of Fund shares.
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Current shareholders may purchase additional shares via ACH. To have this option added to your account, please send a completed form/letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. The Fund may alter, modify or terminate this purchase option at any time.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-833-517-1010 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when the Funds custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See Opening an Account – By Mail above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV per share next computed after receipt of your wire in proper form.
If your check or wire does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges.
Through Your Broker or Financial Institution. Shares of the Fund are available for purchase through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order in proper form. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers, depending upon the nature and terms of the financial intermediaries particular platform. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. These organizations may be the shareholders of record of your shares. Such investors should consult with their financial intermediary regarding any commissions and other fees and expenses of the shares being purchased. The Fund is not responsible for ensuring that these organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time for a minimum amount of $50 for A Class shares for all regular accounts. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
● | By sending a check, made payable to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at Evolutionary |
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Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
● | By wire to the Fund account as described under Opening an Account – By Wire. Shareholders are required to call the Transfer Agent at 1-833-517-1010 before wiring funds. |
● | Through your brokerage firm or other financial institution. |
● | By ACH purchase. To have this option added to your account, please send a letter to the Fund requesting this option and supply a voided check for the bank account information. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. |
Automatic Investment Plan (AIP)
Shareholders may make automatic periodic purchases from a designated U.S. bank account by ACH. AIP is available after an account is open; initial purchases must be made by mail or wire. With the shareholders authorization and bank approval, the Transfer Agent withdraws the amount specified and invests it in Fund shares at the NAV next determined after the order is received in good order and bank instructions are on file. A minimum of $50 per draft applies. Shareholders may change or terminate the AIP at any time by notifying the Fund or its Transfer Agent. Only U.S. bank accounts at institutions that are ACH members may be used. The Transfer Agent may suspend, modify, or discontinue the AIP at any time. Returned ACH drafts may result in fees.
Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Funds NAV.
Customer Identification and Verification
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 that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
● | Name; |
● | Date of birth (for individuals); |
● | Residential or business street address (although post office boxes are still permitted for mailing); and |
● | Social security number, other taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport, or other identifying document
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in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Funds inability to verify your identity.
Anti-Money Laundering Program
Customer identification and verification is part of the Funds overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.
Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Funds portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Funds shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder trading activity to ensure it complies with the Funds policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead the Fund uses a subjective approach that permits it to reject any purchase orders that it believes may be indicative of market timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Funds policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Boards opinion, should help reduce the risk of abusive trading in the Fund.
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When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Funds shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firms program materials carefully to learn of any rules or fees that may apply.
Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, an annual IRA custodial fee ($25), statement retrieval fees ($25 per request) and fees for removal of excess contributions or Roth conversions or recharacterizations ($25 per transaction).
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HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at the NAV per share next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
Redemption Requests in Good Order
A redemption request is considered to be in good order only if it includes all of the following:
● | The name of the Fund and the account number; |
● | The exact dollar amount or number of shares to be redeemed; |
● | The name(s) of the registered account owner(s), exactly as they appear on the account; |
● | Signature(s) of all registered account owner(s); |
● | Any required signature guarantee or medallion signature guarantee, if applicable; and |
● | Any documentation reasonably required by the Fund or its Transfer Agent to verify the identity or authority of the person(s) requesting the redemption. |
Redemption requests that are incomplete, unclear, unsigned, or submitted without the required documentation or signature guarantees may be delayed or rejected. The Fund and its transfer agent are not responsible for processing delays or losses resulting from requests not received in good order.
By Mail. You may redeem shares by mailing a written request to Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Written requests must be in good order and state the shareholders name, the account number and the shares or dollar amount to be redeemed and be signed exactly as the shares are registered with the Fund.
Medallion Signature Guarantee Requirements. To protect shareholders and the Fund against potential fraud, a signature guarantee, specifically a Medallion Signature Guarantee, may be required in certain circumstances. A Medallion Signature Guarantee is a stamped certification provided by an eligible guarantor institution to verify the authenticity of a signature and the authority of the individual signing on behalf of the account owner.
The Fund or its Transfer Agent may require a Medallion Signature Guarantee in the following situations:
● | The redemption amount exceeds $50,000; |
● | The proceeds are being mailed to an address or transferred to a bank account that was changed or added within the past 30 calendar days; |
● | The redemption proceeds are made payable to someone other than the registered account owner; |
● | The proceeds are directed to a financial institution account not held in the shareholders name; |
● | The account registration or ownership is being changed; |
● | Redemption instructions are submitted by mail with alternate delivery instructions or special processing; |
● | Any other situation where the Fund or its Transfer Agent reasonably determines that additional documentation or verification is warranted. |
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Medallion Signature Guarantees must be obtained from eligible guarantor institutions that are members of a Medallion Signature Guarantee program recognized by the Securities Transfer Association (e.g., STAMP, SEMP, or MSP). These typically include commercial banks, savings associations, credit unions, and broker-dealers. Notarization is not an acceptable substitute for a Medallion Signature Guarantee.
Shareholders should contact the Funds Transfer Agent in advance of submitting any transaction requests if they are uncertain whether a Medallion Signature Guarantee is required. The Funds Transfer Agent reserves the right to reject any signature guarantee.
By Telephone. The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account. If you own an IRA, you will be asked whether or not the Fund should withhold federal income tax.
The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-833-517-1010. The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions. You may redeem shares up to $50,000.
During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its Transfer Agent will be held liable if you are unable to place your trade due to high call volume.
The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s), the address, or banking instructions on the account has been changed within the previous _30 days. Neither the Fund, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any such loss. The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or recording telephone instructions.
If you own an IRA or other retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal income tax withheld, the redemption will be subject to withholding.
Through Your Broker or Financial Institution. You can also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive redemption orders on the Funds behalf. The Fund calculates its NAV as of the close of regular
25
trading on the NYSE (generally 4:00 p.m. Eastern Time). Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received, in proper form. These organizations may be authorized to designate other intermediaries to act in this capacity. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent. A redemption to a bank other than the bank of record requires a signature guarantee and any redemption to a bank other than the bank of record is transmitted by federal wire transfer.
Receiving Payment
The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
● | For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days; and |
● | For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 calendar days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 calendar days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholders activity causes the account balance to fall below the minimum initial investment amount (the Minimum Account Balance). Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the Minimum Account Balance solely because of a decline in the Funds NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 calendar days to purchase additional shares to meet the Minimum Account Balance requirement.
Lost Shareholders, Inactive Accounts, and Unclaimed Property.
Certain states have unclaimed property laws that may require the Fund or its Transfer Agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder has not initiated any contact or transaction within a time period specified by applicable state law.
In some cases, this process is referred to as escheatment, and shareholders may be required to reclaim the assets from the applicable states unclaimed property office. Some states may also
26
require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the cash value at the time of sale.
For retirement accounts, such escheatment may be treated as a taxable distribution, and federal and/or state income tax withholding may apply.
To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its Transfer Agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.
In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.
Systematic Withdrawal Plan
Shareholders may establish a Systematic Withdrawal Plan (SWP) to redeem shares from their account on a periodic basis. Withdrawals may be made in any amount and at any frequency selected by the shareholder, subject to the availability of shares in the account. Redemptions are priced at the NAV next determined after the request is received in good order. Shareholders may modify or terminate the SWP at any time by contacting the Transfer Agent, and the Transfer Agent may suspend or discontinue the SWP at any time. Withdrawals are redemptions of Fund shares and may be taxable. Over time, withdrawals may deplete the account.
Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Adviser believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Funds custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Funds net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you may pay any applicable taxes and brokerage charges associated with selling the securities.
Sales Charges
The offering price of A Class shares is the next calculated NAV after the Fund receives your request, plus the front-end sales charge. The amount of any front-end sales charge included in your offering
27
price varies depending on the amount of your investment.
A Class Sales Charges
The following table shows the amount of front-end sales charge you will pay on purchases of A Class Shares.
If Your Investment Is: | Your
Sales Charge |
Your
Sales Charge as a Percentage of Your Net Investment |
Dealer
Reallowance as a Percentage of Offering Price |
Less than $50,000 | 5.75% | 6.10% | 5.00% |
$50,000 but less than $100,000 | 4.75% | 4.99% | 4.25% |
$100,000 but less than $250,000 | 3.75% | 3.90% | 3.25% |
$250,000 but less than $500,000 | 2.75% | 2.83% | 2.25% |
$500,000 but less than $1,000,000 | 2.00% | 2.04% | 1.75% |
$1,000,000 and over1 | None | None% | 1.00% |
1 | A Class Shares purchases of $1,000,000 or more may be subject to a 1.00% Contingent Deferred Sales Charge (CDSC) if redeemed during the first 18 months after purchase unless the dealer, at its discretion, has waived the CDSC. |
You may qualify for reduced sales charges or sales charge waivers. If you believe that you may qualify for a reduction or waiver of the sales charge, you should discuss this matter with your broker or other financial intermediary, as applicable. To qualify for these reductions or waivers, you or your financial intermediary must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment. In addition to breakpoint discounts, the following sections describe other circumstances in which sales charges are waived or otherwise may be reduced.
Waiver of Front-End Sales Charge – A Class Shares
Certain investors may be eligible for a waiver of the sales loads due to the nature of the investors and/or the reduced sales efforts necessary to obtain their investments. The front-end sales charge will be waived on A Class shares purchased:
● | Through reinvestment of dividends and distributions; |
● | Through an account advised or sub-advised by the Adviser or its affiliates; |
● | By persons repurchasing shares they redeemed within the last 90 days (see Repurchase of A Class shares); |
● | By employees, officers and directors, and members of their family, of the Adviser and its affiliates; |
● | By persons reinvesting distributions from qualified employee benefit retirement plans and rollovers from IRAs as long as the plan was previously invested in the Fund; |
● | By investors who purchase shares with redemption proceeds (but only to the extent of such redemption proceeds) from another investment company within 30 days of such redemption, provided that the investors paid either a front-end or contingent deferred sales charge on the original shares redeemed; |
● | Through dealers, retirement plans, asset allocation programs and financial institutions that, |
28
under their dealer agreements with the distributor or otherwise, do not receive any portion of the front-end sales charge; |
● | Purchases by registered representatives and other employees of certain financial intermediaries (and their family members) having selling agreements with the Adviser or distributor; and |
● | Certain other investors as deemed appropriate by the Adviser. |
You should inquire with your financial intermediary regarding whether a waiver of front-end sales charge is applicable to you. These waivers may not continue indefinitely and may be discontinued at any time without notice.
Repurchase of A Class Shares
You may repurchase any amount of A Class shares of the Fund at NAV (without the normal front-end sales charge), up to the limit of the value of any amount of A Class shares (other than those which were purchased with reinvested dividends and distributions) that you redeemed within the past 90 days. In effect, this allows you to reacquire shares that you may have had to redeem, without repaying the front-end sales charge. To exercise this privilege, the Fund must receive your purchase order within 90 days of your redemption. In addition, you must notify your investment professional or institution when you send in your purchase order that you are repurchasing shares. Certain tax rules may limit your ability to recognize a loss on the redemption of your A Class shares, and you should consult your tax advisor if recognizing such a loss is important to you.
Rights of Accumulation
In calculating the appropriate sales charge rate, this right allows you to add the value of the A Class shares you already own to the amount that you are currently purchasing. The Fund will combine the value of your current purchases with the current value of any A Class shares you purchased previously for (i) your account, (ii) your spouses account, (iii) a joint account with your spouse, or (iv) your minor childrens trust or custodial accounts. A fiduciary purchasing shares for the same fiduciary account, trust or estate may also use this right of accumulation. If your investment qualifies for a reduced sales load due to accumulation of purchases, you must notify the transfer agent at the time of purchase of the existence of other accounts and/or holdings eligible to be aggregated to reduce or eliminate the sales load. You may be required to provide records, such as account statements, regarding Fund shares held by you or related accounts at the Fund or at other financial intermediaries in order to verify your eligibility for a breakpoint discount. You will receive the reduced sales load only on the additional purchases and not retroactively on previous purchases. The Fund may amend or terminate this right of accumulation at any time.
Letter of Intent
You may purchase A Class shares at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period. In other words, a Letter of Intent (a Letter) allows you to purchase A Class shares of the Fund over a 13-month period and receive the same sales charge as if you had purchased all the shares at the same time. The Fund will only consider the value of A Class shares sold subject to a sales charge. As a result, shares of the A Class shares purchased with dividends or distributions will not be included in the calculation. To be
29
entitled to a reduced sales charge on the purchase of A Class shares based on shares you intend to purchase over the 13-month period, you must send the Fund a Letter. In calculating the total amount of purchases, you may include in your Letter purchases made up to 90 days before the date of the Letter. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the Letter. The 13-month period begins on the date of the first purchase, including those purchases made in the 90-day period before the date of the Letter. Please note that the purchase price of these prior purchases will not be adjusted.
You are not legally bound by the terms of your Letter to purchase the amount of your shares stated in the Letter. The Letter does, however, authorize the Fund to hold in escrow 5% of the total amount you intend to purchase. If you do not complete the total intended purchase of A Class shares at the end of the 13-month period, the Funds transfer agent will redeem the necessary portion of the escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the sales charge that would normally apply (based on the actual amount you purchased).
Combined Purchase/Quantity Discount Privilege
When calculating the appropriate sales charge rate, the Fund will combine same-day purchases of A Class shares (that are subject to a sales charge) made by you, your spouse and your minor children (under age 21). This combination also applies to A Class shares you purchase with a Letter.
Contingent Deferred Sales Charges
You will not pay a front-end sales charge if you purchase $1,000,000 or more of A Class Shares of the Fund. A Class Shares purchases of $1,000,000 or more of the Fund may be subject to a 1.00% CDSC if redeemed within 18 months of purchase. The CDSC will be based on the lesser of (1) the NAV of the shares at the time of purchase or (2) the NAV of the shares next calculated after the Fund receives your redemption request. The sales charge does not apply to shares you purchase through reinvestment of dividends or distributions. So, you never pay a CDSC on any increase in your investment above the initial offering price.
In addition, the CDSC may be waived under the following circumstances:
● | in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the A Class Shares being redeemed; |
● | in the event of the death of the shareholder (including a registered joint owner); and |
● | redemptions of A Class Shares where the Funds distributor did not pay a portion of the front-end sales charge when such shares were purchased. |
Please contact your financial intermediary to determine your eligibility for CDSC waivers on A Shares under any of the bullet points listed above.
General Information about Sales Charges
Your securities dealer is paid a portion of the front-end sales charge when you buy your shares and is paid a servicing fee as long as you hold your shares. Your securities dealer or servicing agent may receive different levels of compensation depending on which class of shares you buy. The
30
Funds Distributor may pay dealers up to 1.00% on investments of $1,000,000 or more in A Class Shares of the Fund. From time to time, some financial institutions may be reallowed up to the entire sales charge. Firms that receive a reallowance of the entire sales charge may be considered underwriters for the purpose of federal securities law.
The Funds Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs for dealers, which will be paid for by the Funds distributor from any sales charge it receives or from any other source available to it. Under any such program, the Funds distributor may provide cash or non-cash compensation as recognition for past sales or encouragement for future sales that may include merchandise, travel expenses, prizes, meals, lodgings, and gifts that do not exceed $100 per year, per individual.
Information regarding the Funds sales charges may be obtained free of charge by calling toll-free 1-833-517-1010.
Because this Prospectus is available on the Funds website free of charge, the Fund does not separately make information regarding the Funds sales charges available on the website.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, fees for outbound wires ($15 per wire), IRA withdrawal fees (transfer or redemption) ($25 per withdrawal), and overnight delivery fees ($35 per overnight delivery) and deducts the fee directly from your account. These fees are subject to change. Your bank may also impose a fee for the incoming wire
31
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own advisors for advice about the particular federal, state, and local tax consequences of investing in the Fund.
Income dividends and net capital gain distributions, if any, are normally declared and paid annually by the Fund in December. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. Although the Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions paid by the Fund, regardless of whether distributions are paid in cash or reinvested in additional Fund shares.
The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested in additional shares of the Fund, may be subject to federal, state, and local taxation, depending upon your tax situation. Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends-received deduction. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long you have held your Fund shares.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. If it meets certain minimum distribution requirements, a regulated investment company will not be subject to federal income tax on its taxable income and gains from investments that it timely distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
However, the Funds failure to qualify as a regulated investment company or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders. In order to qualify for taxation as a regulated investment company, the Fund must derive at least 90% of its gross income each taxable year from qualifying income and diversify its assets as described in more detail in the SAI. The Fund will monitor its investments with the objective of maintaining its qualification as a regulated investment company under the Code.
When you redeem Fund shares, you will generally realize a capital gain or loss if you hold the shares as capital assets. Except for investors who hold their respective Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, and tax-exempt investors that do not borrow to purchase Fund shares, generally any gain realized on a redemption of Fund shares may be subject to federal income tax. However, certain exchanges of shares may be exempt from tax, including exchanges of Fund shares for shares of a different class of the same Fund. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or 30 days after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
32
U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their net investment income, including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or taxpayer identification number or fail to certify that such number is correct, or who have been notified by the Internal Revenue Service (IRS) that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Mutual fund companies are required to report cost basis information to the IRS on Form 1099-B for sales of mutual fund shares (Covered Shares). Under these regulations, mutual funds must select a default cost basis calculation method and apply that method to the sale of Covered Shares unless an alternate IRS approved method is specifically elected in writing by the shareholder. Average Cost, which is the mutual fund industry standard, has been selected as the Funds default cost basis calculation method. If a shareholder determines that an IRS approved cost basis calculation method other than the Funds default method of Average Cost is more appropriate, the shareholder must contact the Fund at the time of or in advance of the sale of Covered Shares that are to be subject to that alternate election. IRS regulations do not permit the change of a cost basis election on previously executed trades.
Shareholders that are not U.S. persons within the meaning of the Code should consult their tax advisors and, if holding shares through intermediaries, their intermediaries, concerning the application of U.S. tax rules and tax rules of other applicable jurisdictions to their investment in the Fund.
Because everyones tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
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FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the financial performance of the Funds A Class shares for the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years that ended May 31, 2025, 2024 and 2023, have been audited by the Funds Independent Registered Public Accounting Firm, Cohen & Company, Ltd., whose report is included in the Funds audited financial statements to shareholders, which may be obtained at no charge by calling the Fund at 1-833-517-1010 or by visiting the Funds website at https://mutualfund.evolutionarytree.com. The fiscal years and period prior to fiscal year 2023 were audited by the Funds prior independent registered public accounting firm.
EVOLUTIONARY TREE INNOVATORS FUND
FINANCIAL HIGHLIGHTS
A Class Shares
Per Share Data for a Share Outstanding Throughout Each Period
Year Ended May 31, 2025 | Year Ended May 31, 2024 | Year Ended May 31, 2023 | Period Ended May 31, 2022(a) | |||||||||||||
Net asset value at beginning of period | $ | 17.48 | $ | 14.78 | $ | 13.31 | $ | 18.27 | ||||||||
Income (Loss) from investment operations: | ||||||||||||||||
Net investment loss(b) | (0.20 | ) | (0.16 | ) | (0.12 | ) | (0.05 | ) | ||||||||
Net realized and unrealized gains (losses) on investments | 4.28 | 2.86 | 1.59 | (4.91 | ) | |||||||||||
Total from investment operations | 4.08 | 2.70 | 1.47 | (4.96 | ) | |||||||||||
Net asset value at end of period | $ | 21.56 | $ | 17.48 | $ | 14.78 | $ | 13.31 | ||||||||
Total return(c) | 23.34 | % | 18.27 | % | 11.04 | % | (27.15 | %) (d) | ||||||||
Net assets at end of period (000s) | $ | 2,840 | $ | 3,126 | $ | 2,979 | $ | 1 | ||||||||
Ratios/supplementary data: | ||||||||||||||||
Ratio of total expenses to average net assets | 2.78 | % | 2.74 | % | 4.18 | % | 3706.34 | % (e) | ||||||||
Ratio of net expenses to average net assets(f) | 1.22 | % (h) | 1.22 | % | 1.22 | % | 1.22 | % (e) | ||||||||
Ratio of net investment loss to average net assets(f) | (1.00 | %) | (0.97 | %) | (0.87 | %) | (1.21 | %) (e) | ||||||||
Portfolio turnover rate | 38 | % | 57 | % | 84 | % | 169 | % (g) |
(a) | Represents the period from the commencement of operations (February 28, 2022) through May 31, 2022. |
(b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the period. |
(c) | Total return is a measure of the change in value of an investment in the Fund over the period covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced fees and/or reimbursed expenses. |
(d) | Not annualized. |
(e) | Annualized. |
(f) | Ratio was determined after management fee reductions and/or expense reimbursements. |
(g) | Portfolio turnover rate for the period ended May 31, 2022 is calculated at the Fund level. |
(h) | Includes 0.00%(i) of borrowing costs. |
(i) | Rounds
to less than 0.01%. |
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CUSTOMER PRIVACY NOTICE |
FACTS | WHAT DOES THE EVOLUTIONARY TREE INNOVATORS FUND (the Fund) DO WITH YOUR PERSONAL INFORMATION? | ||
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | ||
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
■ Social Security number
■ Assets
■ Retirement Assets
■ Transaction History
■ Checking Account Information
■ Purchase History
■ Account Balances
■ Account Transactions
■ Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this notice. | ||
How? | All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons the Fund chooses to share; and whether you can limit this sharing. | ||
Reasons we can share your personal information | Does
the Fund share? |
Can
you limit this sharing? | |
For our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No | |
For our marketing purposes – to offer our products and services to you |
No | We dont share | |
For joint marketing with other financial companies | No | We dont share | |
For our affiliates everyday business purposes – information about your transactions and experiences |
No | We dont share | |
For our affiliates everyday business purposes – information about your creditworthiness |
No | We dont share | |
For nonaffiliates to market to you | No | We dont share | |
Questions? | Call 1-833-517-1010 | ||
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Who we are | |
Who is providing this notice? | Evolutionary Tree Innovators Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator) |
What we do | |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. |
How does the Fund collect my personal information? | We collect your personal information, for example, when you
■ Open an account
■ Provide account information
■ Give us your contact information
■ Make deposits or withdrawals from your account
■ Make a wire transfer
■ Tell us where to send the money
■ Tell us who receives the money
■ Show your government-issued ID
■ Show your drivers license
We also collect your personal information from other companies. |
Why cant I limit all sharing? | Federal law gives you the right to limit only
■ Sharing for affiliates everyday business purposes – information about your creditworthiness
■ Affiliates from using your information to market to you
■ Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
■ Evolutionary Tree Capital Management, LLC, the investment adviser to the Fund, could be deemed to be an affiliate. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies
■ The Fund does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
■ The Fund does not jointly market. |
36
FOR ADDITIONAL INFORMATION
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Funds investments is available in the Funds annual and semi-annual reports to shareholders and in Form N-CSR. In the Funds annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. In Form N-CSR, you will find the Funds annual and semi-annual financial statements.
To obtain a free copy of the SAI, the audited and unaudited Financial Statements, or other information about the Fund, or to make inquiries about the Fund, please call Toll-Free:
1-833-517-1010
This Prospectus, the SAI and the most recent shareholder reports are also available on the Funds website at: mutualfund.evolutionarytree.com or upon written request to the Fund at:
Evolutionary
Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
P.O.
Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Evolutionary Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Only one copy of a Prospectus or an audited or unaudited Financial Statements will be sent to each household address. This process, known as Householding, is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may, of course, request an additional copy of a Prospectus or an audited or unaudited Financial Statements at any time by calling or writing the Fund or by downloading at mutualfund.evolutionarytree.com. You may also request that Householding be eliminated from all your required mailings.
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of information on the SECs Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Investment Company Act File No. 811-22680
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EVOLUTIONARY TREE INNOVATORS FUND |
I CLASS SHARES: (INVNX) |
Managed by |
Evolutionary Tree Capital Management, LLC |
PROSPECTUS |
September 28, 2025 |
For
information or assistance in opening an account, please call toll-free 1-833-517-1010. |
This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records. |
The U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. |
TABLE OF CONTENTS
RISK/RETURN SUMMARY | 1 |
ADDITIONAL INFORMATION REGARDING THE FUNDS INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 8 |
FUND MANAGEMENT | 14 |
HOW THE FUND VALUES ITS SHARES | 16 |
HOW TO BUY SHARES | 17 |
HOW TO REDEEM SHARES | 24 |
DIVIDENDS, DISTRIBUTIONS AND TAXES | 29 |
FINANCIAL HIGHLIGHTS | 31 |
CUSTOMER PRIVACY NOTICE | 32 |
FOR ADDITIONAL INFORMATION | Back Cover |
The Evolutionary Tree Innovators Fund (the Fund) seeks to achieve long-term growth of capital.
This table describes the fees and expenses that you may pay if you buy, hold, and sell I Class 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 tables and examples below.
Shareholder
Fees (fees paid directly from your investment) |
I
Class Shares | |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
||
Maximum Deferred Sales Charge (Load) | ||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | ||
Redemption Fee |
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
I
Class Shares | |
Management Fees | ||
Distribution and/or Service (12b-1) Fees | ||
Other Expenses | ||
Total Annual Fund Operating Expenses | ||
Fee Waivers and/or Expense Reimbursement(1) | ( | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement |
(1) |
1
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
1 Year | 3 Years | 5 Years | 10 Years | |
$ |
$ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate 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 Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was of the average value of its portfolio.
The Fund seeks to achieve its investment objective by investing principally in 25-35 growth-oriented equity securities, including domestic securities and foreign securities trading as American Depository Receipts (ADRs). The Funds portfolio will be non-diversified.
These equities will be primarily of large and medium companies with market capitalizations generally greater than $20 billion (Large Cap) and/or greater than $2 billion (Mid-Cap) at the time of purchase, but may include market capitalizations below $2 billion (Small-Cap) to a lesser extent.
ADRs of foreign companies may comprise up to 15% of the Funds net assets. However, ADRs of companies that have designated one of their primary headquarters as being located in the United States (U.S.) will be treated as domestic securities for the purposes of this limit.
The Adviser selects leading innovative businesses that benefit from various types of innovation, including new products, new services, and innovative business models, for inclusion in the Funds portfolio. In addition to contributing to sustaining growth for leading innovative businesses, new innovations may also enable leading innovators to take market share, create competitive advantage relative to competitors, and/or enhance profitability over time. Taken together, the Adviser believes that innovation is a fundamental root cause and driver of sustainable growth. The Adviser uses differentiated investment criteria and processes to evaluate and select holdings for the Fund. Holdings are generally sold from the Fund if there is material deterioration in the business relative to the eight criteria that the Adviser believes is not temporary or fixable, or another opportunity with a stronger fit relative to our investment criteria causes forced displacement.
While the Fund will not deliberately focus its investments in any one sector, the Advisers focus on innovative businesses and innovation may tend to favor certain sectors over others. Therefore, the Funds portfolio from time to time may be comprised of 15% or more in one or more sectors such as Technology, Consumer Discretionary, Healthcare and Communications.
2
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund may not be appropriate for use as a complete investment program. The principal risks of an investment in the Fund are described below.
Growth Investing Risk. Investments in growth stocks present the risks that the stocks expected growth will not be realized, the stocks react differently than the market as whole or other types of stock, and the stocks are more sensitive to changes in their companies earnings and more volatile than other types of stock. In addition, the Funds growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Funds performance.
Equity Securities Risk. Equity security prices are volatile and the value of such securities in the Funds portfolio may decline due to fluctuations in market prices, interest rates, national and international economic conditions, or other market events.
● | Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Small-capitalization and mid-capitalization companies also may not be widely followed by investors, which can lower the demand for their securities. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Sector Risk. The Funds investment strategy may result in the Fund having significant over or under exposure to certain industries or market sectors, which may cause the Funds performance to be more or less sensitive to developments affecting those industries or market sectors.
● | Technology Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the technology sector. Many products and services offered in technology-related industries are subject to rapid obsolescence, which may lower the value of the issuers in this sector. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. |
3
● | Consumer Discretionary Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the consumer discretionary sector. The consumer discretionary sector comprises companies whose businesses are sensitive to economic cycles, such as manufacturers of high-end apparel and automobile and leisure companies. Companies in the consumer discretionary sector are subject to fluctuations in supply and demand. |
● | Healthcare Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the healthcare sector. The values of securities of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. Many health care companies are heavily dependent on patent protection. |
● | Communications Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the communications sector, including telecommunications and media companies. The values of securities of companies in the communications sector may be affected by risks related to cybersecurity incidents, data breaches, new technologies, substantial capital requirements, government regulation, cyclicality of revenues and earnings, obsolescence of products and services, and changes in consumer preferences and expectations, among other things. |
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies.
Foreign Securities Risk. The Funds investments in foreign securities are subject to the risks of currency exchange rate fluctuations, political unrest, economic instability, less stringent regulation, capital controls and changes in foreign laws.
● | ADR Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities such as individual country, currency exchange, volatility, and liquidity risks. |
Investment Style and Management Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to other mutual funds that employ similar investment strategies. The Funds growth style may go out of favor with investors, negatively affecting the Funds performance. In addition, the Adviser may select investments that fail to perform as anticipated.
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
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Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could cause turbulence in financial markets, and reduced liquidity in equity, credit, and fixed income markets, such as changes in governments economic policies, political turmoil, terrorism, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues, which may negatively affect many issuers domestically and around the world. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long term effects of which are difficult to assess. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Non-Diversified Status Risk. The Fund is a non-diversified fund, which means it invests a higher percentage of its assets in a limited number of securities. Because the Fund may invest in securities of a smaller number of issuers, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely, which may, therefore, have a greater impact on the Funds performance.
Stock Market Risk. Stock prices are volatile. Stock market risk refers to the risk that the value of stocks in the Funds portfolio may decline due to daily fluctuations in the stock market. The Funds share price will change daily based on many factors that may generally affect the stock market, including fluctuations in interest rates, national and international economic conditions, and general equity market conditions. In a declining stock market, stock prices for all companies (including those in the Funds portfolio) may decline, regardless of their long-term prospects.
The bar chart and table show the performance of the I Class shares. Updated performance information, current through the most recent month end, is available by calling or by visiting the Funds website at .
* |
( | |
(12/31/2023) | (6/30/2022) |
5
Average
Annual Total Returns For Year/Period Ended December 31, 2024 – I Class |
1 Year | Since
Inception ( ) |
Fund | ||
Fund Returns After Taxes on Distributions | ||
Fund Returns After Taxes on Distributions and Sale of Fund Shares | ||
S&P
500® Index ( ) |
MANAGEMENT OF THE FUND
Evolutionary Tree Capital Management, LLC is the Funds investment adviser.
Portfolio
Manager |
Investment
Experience with the Fund |
Primary
Title with Adviser |
Thomas M. Ricketts, CFA | Since inception of the Fund | President |
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
For the I Class Shares, the minimum investment amount is $50,000 for all regular accounts.
Minimum Additional Investment
Once an account is open, additional purchases of the I Class shares of the Fund may be made at any time for a minimum amount of $1,000 for all regular accounts.
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (NYSE) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246. For more information about purchasing and redeeming shares, please see How to Buy Shares and How to Redeem Shares in this Prospectus or call 1-833-517-1010 for assistance.
TAX INFORMATION
The Funds distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
6
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or any 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. Certain of these payments are sometimes referred to as revenue sharing. Ask your salesperson or visit your financial intermediarys website for more information.
7
ADDITIONAL
INFORMATION REGARDING
THE FUNDS INVESTMENT OBJECTIVE,
INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Funds investment objective is to seek to achieve long-term growth of capital. The Funds Board of Trustees (the Board) has reserved the right to change the investment objective of the Fund without shareholder approval upon at least 60 days prior written notice to shareholders.
Investment Strategy
The Evolutionary Tree Innovators Fund is a focused portfolio of leading innovative businesses using a long-term approach. The investment strategy for the Fund is built on: 1) Understanding how innovations drive multi-year growth opportunities for leading innovative businesses; 2) Evaluating investments based on a stringent set of eight investment criteria; and 3) Implementing a rigorous and team-based research process. The Advisers objective in shaping the Funds portfolio is to identify important innovations that are driving secular growth and evolutionary shifts for companies, industries, and the economy, and own leading innovators at the forefront. The Adviser defines evolutionary shifts as when an industry shifts from an old generation of an offering (e.g., product, service, business model) to a next generation or new offering that provides advantages versus the old way.
The Fund typically invests in a focused portfolio of 25-35 common stocks of leading innovative businesses that trade on U.S. exchanges. The strategy is primarily focused on leading innovators based in the U.S., though select ownership of ADRs may comprise up to 15% of the Funds net assets.
The Fund primarily invests in securities of large and medium capitalization companies, with market capitalizations generally greater than $20 billion (Large Cap) or greater than $2 billion (Mid-Cap) at the time of purchase, respectively, but may include market capitalizations below $2 billion (Small-Cap) to a lesser extent.
As a focused strategy, the Fund is non-diversified and, thus, invests in fewer companies than a diversified mutual fund or than are represented in most indexes. As a result, the Fund may invest a significant percentage of the Funds assets in a particular security or in specific sectors in order to focus investment on leading innovators and on specific areas of innovation. Therefore, the Funds portfolio from time to time is comprised of 15% or more in one or more sectors such as Technology, Consumer Discretionary, Healthcare and Communications.
The Adviser seeks to identify and select leading innovative businesses that benefit from various types of innovation, including new products, new services, and innovative business models, for inclusion in the Funds portfolio. In addition to contributing to sustaining growth for leading innovative businesses, new innovations may also enable leading innovators to take market share, create competitive advantage relative to competitors, and/or enhance profitability over time. Taken together, the Adviser believes that innovation is a fundamental root cause and driver of sustainable growth.
The Fund strives to own leading innovative businesses that, in the Advisers assessment, generally meet the eight investment criteria listed below. The Advisers investment process is built on in-depth research which may include certain activities such as reading trade journals, attending industry conferences, talking to users and other industry participants, and/or accessing data and analytics, among other activities. These research activities enable the investment team to evaluate each
8
company relative to the eight investment criteria listed below.
Investment Criteria:
1. | Benefits from Evolutionary Shift Driven by Secular Trends and Innovation (i.e., The Adviser looks for situations where innovation leads to the creation of a new product or service, which then drives a shift away from an old way of doing things (old generation) to a new way of doing things (new or next generation). | |
2. | Large Market Opportunity with Room for Growth | |
3. | Attractive Industry Structure and Dynamics | |
4. | Industry Leader with Strong Innovation Pipeline | |
5. | Multiple Layers of Competitive Advantage | |
6. | Strong Business Model and Financial Position | |
7. | Exceptional Talent with a Unique Culture | |
8. | Logical Valuation Based on Long-term Drivers and Economics |
The Adviser will usually decide to sell a position in the Funds portfolio if a company owned in the Fund fails to deliver on the Advisers growth expectations over time, experiences erosion in its leadership position or competitive advantages, or it fails to develop innovations that gain adoption in the marketplace. In addition, the Adviser may determine to sell a position in the Funds portfolio if an investments valuation, in the Advisers assessment, becomes excessive, or that the Adviser believes a better investment opportunity exists for the Fund.
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund is not appropriate for use as a complete investment program. The principal risks of an investment in the Fund are generally described below.
Growth Investing Risk. Investments in growth stocks present the risks that the stocks expected growth will not be realized, the stocks react differently than the market as whole or other types of stock, and the stocks are more sensitive to changes in their companies earnings and more volatile than other types of stock. In addition, the Funds growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Funds performance.
Equity Securities Risk. Equity security prices are volatile and the prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses.
● | Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended |
9
periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Sector Risk. The Funds investment strategy may result in the Funds having significant over or under exposure in certain industries or market sectors. Sector risk is the possibility that securities within the same group of industries or market sectors will decline in price due to sector-specific market or economic developments. If the Fund invests more heavily in a particular sector, the value of its shares may be sensitive to factors and economic risks that specifically affect that sector. As a result, the Funds share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries or in different sectors. Additionally, some sectors could be subject to greater government regulation than other sectors, which may impact the share price of companies in these sectors.
● | Technology Sector Risk. The Fund may concentrate its investments in the securities of issuers engaged primarily in the technology sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Funds investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. |
● | Consumer Discretionary Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the consumer discretionary sector. The consumer discretionary sector comprises companies whose businesses are sensitive to economic cycles, such as manufacturers of high-end apparel and automobile and leisure companies. Companies in the consumer discretionary sector are subject to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations. |
● | Healthcare Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the healthcare sector. The values of securities of companies in the healthcare sector may be affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, limited number of products, industry innovation, changes in technologies and other market developments. |
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Many health care companies are heavily dependent on patent protection. The expiration of patents may adversely affect the profitability of these companies. Many health care companies are subject to extensive litigation based on product liability and similar claims. |
● | Communications Sector Risk. The Fund may focus its investments in the securities of issuers engaged primarily in the communications sector, including telecommunications and media companies. Communications companies may face rapid product obsolescence as well as unexpected risks and costs related to product compatibility and standardization, new product introduction and technological developments, such as artificial intelligence and machine learning. These companies may need to commit substantial capital to integrate new technologies and develop new products and services. Demographic shifts and changes in consumer preferences and expectations may have negative impacts on their business. Cybersecurity and data privacy risks may be heightened for communications companies, and a theft of proprietary or consumer information or disruptions in service could have a material adverse effect on their operations and reputation. Communications companies are subject to extensive government regulation, including licensing and franchise requirements. The costs of complying with regulations and seeking required approvals, as well as potential delays or denials, may adversely affect their business. These companies may face increased government scrutiny and may be subject to adverse government or legal action. They depend significantly on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their profitability. |
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgement about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Foreign Securities Risk. The Funds investments in foreign securities are subject to the risks of currency exchange rate fluctuations, political unrest, economic instability, less stringent regulation, capital controls and changes in foreign laws.
● | ADR Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities, such as individual country risk, currency exchange risk, volatility risk, and liquidity risk. ADRs may be available through sponsored or unsponsored facilities. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends. |
Investment Style and Management Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to other mutual funds that employ similar investment strategies. The Funds growth style may go out of favor with investors, negatively affecting the Funds performance. In addition, the Adviser may select investments that fail to appreciate as anticipated. The ability of the Fund to meet its investment objective is directly related
11
to the success of the Advisers investment process and there is no guarantee that the Advisers judgments about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general bond market conditions. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, terrorism, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long-term effects of which are difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Non-Diversified Risk. The Fund is non-diversified. A non-diversified fund is a fund that does not satisfy the definition of a diversified company set forth in the Investment Company Act of 1940 (the 1940 Act). A diversified company means that as to 75% of the Funds total assets (1) no more than 5% may be invested in the securities of a single issuer, and (2) the Fund may not hold more than 10% of the outstanding voting securities of a single issuer.
Since the Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the Code), the Fund will seek to limit its investment, excluding cash, cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, so that at the close of each quarter of the taxable year, (1) not more than 25% of the Funds total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of the Funds total assets will be invested in the securities of a single issuer nor represent more than 10% of the issuers outstanding voting securities.
Because the Fund may invest a large percentage of its assets in the securities of fewer issuers, the Fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities.
Stock Market Risk. Stock prices are volatile. The return on and value of an investment in the Fund will fluctuate in response to stock market movements. Stocks are subject to market risks, such as a rapid increase or decrease in a stocks value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A companys share price may decline if a company does not perform as expected, if it is not well managed, if there is a
12
decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions. In a declining stock market, stock prices for all companies (including those in the Funds portfolio) may decline, regardless of their long-term prospects. During periods of market volatility, stock prices can change drastically, and you could lose money over short- or long-term periods.
In addition to the principal strategies and risks described above, the Fund may invest on a non-principal basis in other types of securities whose risks are described below or in the Funds Statement of Additional Information (SAI).
Investments in Money Market Instruments and Temporary Defensive Positions. The Fund will typically hold a portion of its assets in cash or cash equivalent securities, including short-term debt securities, repurchase agreements and money market mutual fund shares (Money Market Instruments). The Fund may invest in Money Market Instruments to maintain liquidity or pending the selection of investments. From time to time, the Fund also may, but should not be expected to, take temporary defensive positions in attempting to respond to adverse market, economic, political or other conditions, and in doing so, may invest up to 100% of its assets in Money Market Instruments. When the Fund invests in a money market mutual fund, the shareholders of the Fund generally will be subject to duplicative management fees. To the extent the Fund holds other registered investment companies, including money market mutual funds, the Fund will incur acquired fund fees and expenses (as defined by the U.S. Securities and Exchange Commission (SEC)), which means that the Fund will pay its proportionate share of the fee and expenses of the registered investment companies it holds. Anytime the Fund takes a temporary defensive position, it may not achieve its investment objective.
CFTC Regulation Risk. To the extent the Fund makes investments regulated by the Commodity Futures Trading Commission (the CFTC), the Fund intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act, as amended (the CEA). The Adviser, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 and therefore, the Adviser is not subject to registration or regulation as a commodity pool operator under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Adviser may be required to modify the Funds investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Portfolio Holdings and Disclosure Policy. A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the Funds SAI.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investors financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
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FUND MANAGEMENT
The Investment Adviser
Evolutionary Tree Capital Management, LLC (the Adviser), located at 1199 N. Fairfax Street, Suite 801, Alexandria, Virginia 22314, serves as the investment adviser to the Fund. Pursuant to the Funds investment advisory agreement (the Advisory Agreement), the Adviser provides the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser is a Delaware limited liability company and has registered with the SEC as an investment adviser. The Adviser commenced operations in August 2017 and provides services to separately managed accounts in addition to the Fund.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.80% of the Funds average daily net assets under the terms of the Advisory Agreement.
The Adviser has contractually agreed under an expense limitation agreement (the Expense Limitation Agreement), until October 31, 2026, to reduce its Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses of the I Class Shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired Fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.97% of the I Class Shares average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such date that the fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. It is expected that the Expense Limitation Agreement will continue from year-to-year provided such continuance is approved by the Board. Prior to October 31, 2026, this agreement may not be modified or terminated without the approval of the Funds Board. The Expense Limitation Agreement may be terminated by the Adviser or the Board, without approval by the other party, at the end of the current term upon not less than 90 days notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Funds Advisory Agreement with the Adviser is terminated. As a result of the Expense Limitation Agreement, the Adviser reduced its management fee by $236,760 for the fiscal year ended May 31, 2025 for the Fund. Therefore, the net aggregate Management Fee paid to the Adviser by the Fund for the fiscal year ended May 31, 2025 as a percentage of annual net assets was 0.02%.
A discussion of the factors considered by the Board in its approval of the Funds Advisory Agreement with the Adviser, including the Boards conclusions with respect thereto, is available in the Funds unaudited Financial Statements to shareholders for the six-month period ended November 30, 2024.
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Portfolio Manager
The following individual has primary responsibility for day-to-day management of the Funds portfolios:
Thomas M. Ricketts, CFA, founder of the Adviser, serves as President, Chief Investment Officer, Portfolio Manager, and Research Analyst of the Adviser and has served in that capacity since the Advisers inception. Prior to founding the Adviser, Mr. Ricketts was Sr. Portfolio Manager (PM) at Sands Capital Management (Sands Capital) and a co-PM on the Sands Select Growth Large Cap Growth strategy for eight years (2008-2015). Additionally, he was a member of the Executive Management Team (EMT), which provided strategic leadership for Sands Capital, and the Directing Research Team (DRT), which provides oversight of the 40-person investment team. Mr. Ricketts joined Sands Capital in 1994. He earned his Bachelor of Science degree from the McIntire School of Commerce at the University of Virginia (1994), his Chartered Financial Analyst (CFA) designation (1997), and an Advanced Certificate for Executives from the MIT Sloan School of Management (2017).
The SAI provides additional information about the Portfolio Managers compensation, other accounts managed and ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus, the Administrator, or the Transfer Agent), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Funds administrator, transfer agent and fund accounting agent. Management and administrative services of Ultimus include: (i) providing office space, equipment and officers and clerical personnel to the Fund; (ii) obtaining valuations, calculating net asset values (NAVs) and performing other accounting, tax and financial services; (iii) recordkeeping; (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and other distributions; and (vi) administering custodial and other third party service provider contracts on behalf of the Fund.
The Distributor
Ultimus Fund Distributors, LLC (the Distributor), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Funds principal underwriter and serves as the exclusive agent for the distribution of the Funds shares. The Distributor may sell the Funds shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
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HOW THE FUND VALUES ITS SHARES
The NAV of the Fund is calculated as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) on each day that the NYSE is open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Years 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. To calculate NAV, the Funds assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined based on available market quotations. However, if market quotations are not available or are considered unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other registered investment companies that are not listed on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
Your order to purchase or redeem shares is priced at the NAV per share next calculated after your order is received in proper form by the Fund. An order is considered to be in proper form if it includes all necessary information and documentation related to the purchase or redemption request, and, if applicable, payment in full of the purchase amount.
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HOW TO BUY SHARES
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV per share next calculated after receipt of a purchase order in proper form. The Fund reserves the right to reject any purchase request and/or suspend its offering of shares at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. You must contact the Fund in writing regarding any errors or discrepancies within 60 days after the date of the statement confirming a transaction. The Fund may deny your ability to refute a transaction if it does not hear from you within 60 days after the confirmation statement date. Certificates representing Fund shares are not issued.
Choosing a Share Class
In addition to the I Class shares offered through this Prospectus, the Fund offers A Class shares in a separate Prospectus. Each share class represents an ownership interest in the same investment portfolio and has the same rights, but differ in that each class has its own minimum investment requirement and expense structure. The Fund did not designate classes of shares prior to the offering of A Class shares; shares offered prior to the offering of A Class shares have been designated as I Class shares.
Each share class has its own shareholder eligibility criteria, cost structure and other features. Contact your financial intermediary or the Fund for more information about the Funds share classes and how to choose between them.
I Class shares are not subject to a sales charge, so the full amount of your purchase price is invested in that share class. A Class Shares have a front-end sales charge, which is deducted from your purchase price when you buy your shares, and results in a smaller dollar amount being invested in the Fund than the purchase price you pay (unless you qualify for a waiver or reduction of the sales charge). A Class shares are subject to 12b-1 Plan fees that permit the Fund to pay distribution fees of up to 0.25% per year to those intermediaries offering A Class shares. I Class shares are available without a 12b-1 Plan fee to those investors eligible to purchase such shares.
When you choose your class of shares, you should consider the size of your anticipated investment. Your financial consultant or other financial intermediary can help you determine which share class is best suited to your personal financial goals. Not all financial intermediaries make all classes of shares available to their clients. If you qualify to purchase I Class shares, then you should purchase them rather than the A Class shares because the A Class shares have higher expenses than the I Class shares. Although each class invests in the same portfolio of securities, the returns for each class will differ because each class is subject to different expenses. Investors interested in purchasing A Class shares should call 1-833-517-1010 for a Prospectus and additional information.
If you qualify as a purchaser of I Class shares, but your account is invested in A Class shares, you may convert your A Class shares to I Class shares based on the relative NAV per share of the two classes on the conversion date. You can initiate a share class conversion for an account by one of the following methods.
● | By contacting the Transfer Agent at 1-833-517-1010. |
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● | By sending a written and signed request to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number and provide contact information for the Transfer Agent. |
● | Through your brokerage firm or other financial institution. |
For federal income tax purposes, exchanges of one share class for a different share class of the same fund (even if processed as a liquidation and a purchase) should not result in the realization by the investor of a capital gain or loss. There can be no assurance of any particular tax treatment, however, and you are urged and advised to consult with your own tax advisor before entering into a share class exchange.
All conversions are processed at the respective NAV of each share class, without the imposition of a sales charge or conversion fee. The Fund may automatically convert your shares to another eligible class if you no longer meet the requirements for your current class. Tax consequences may apply. The Fund reserves the right to modify or discontinue the share class conversion privilege at any time.
Financial intermediaries may convert shares in a customer or clients account to a more expensive share class if prior to the conversion the intermediary determines that the higher priced share class is more suitable to the customers interests and the intermediary discloses any additional compensation to the customer, including revenue sharing arrangements with the Adviser or Distributor.
If a financial institution, processing organization or intermediary (a converting entity) is initiating a share class conversion(s) for the Fund on a platform, then the converting entity should contact the Distributor at least 60 days in advance and obtain the Distributors confirmation of the share class conversion.
Minimum Initial Investment
For the I Class shares, the minimum initial investment amount for all regular accounts is $50,000.
This minimum investment requirement may be waived or reduced for any reason at the discretion of the Fund.
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Opening an Account
An account may be opened by mail or bank wire if it is submitted in proper form, as follows:
By Mail. To open a new account by mail:
● | Complete and sign the account application. |
● | Enclose a check payable to the Evolutionary Tree Innovators Fund, reference I Class shares if applicable to ensure proper crediting in your account. |
● | Mail the application and the check to the Transfer Agent at the following address: |
Evolutionary Tree Innovators Fund
c/o
Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Evolutionary Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Shares will be issued at the NAV per share next computed after receipt of your application, in proper form, and check. To ensure timely and accurate processing, purchase requests must be received in good order. A request is considered to be in good order when it includes:
● | The name of the Fund; |
● | The dollar amount (or number of shares) to be purchased; |
● | A completed and signed purchase application (for new accounts) or proper instructions for existing accounts; and |
● | A check payable to the Evolutionary Tree Innovators Fund or, if applicable, a properly authorized wire transfer. |
Requests that do not contain all required information may be delayed or rejected. The Fund and its Transfer Agent reserve the right to determine whether a purchase request is in good order.
All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. Cash equivalents, for example, cash, cashiers checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and rollover checks), counter checks, starter checks, travelers checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will generally not be accepted. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
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By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
Automated Clearing House (ACH) Purchase: ACH cannot be used for your initial purchase of Fund shares.
Current shareholders may purchase additional shares via ACH. To have this option added to your account, please send a completed form/letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. The Fund may alter, modify or terminate this purchase option at any time.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-833-517-1010 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when the Funds custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See Opening an Account – By Mail above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV per share next computed after receipt of your wire in proper form.
If your check or wire does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges.
Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order in proper form. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers, depending upon the nature and terms of the financial intermediaries particular platform. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. Shares may also be available on certain brokerage platforms. An investor transacting in shares through a broker acting as an agent for the investor may be required to pay a commission and/or other forms of compensation to the broker. These organizations may be the shareholders of record of your shares. Such investors should consult with
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their financial intermediary regarding any commissions and other fees and expenses of the shares being purchased. The Fund is not responsible for ensuring that these organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers depending on the nature and terms of the financial intermediarys particular platform.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time for a minimum amount of $1,000 for I Class shares for all regular accounts. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
● | By sending a check, made payable to the Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
● | By wire to the Fund account as described under Opening an Account – By Wire. Shareholders are required to call the Transfer Agent at 1-833-517-1010 before wiring funds. |
● | Through your brokerage firm or other financial institution. |
● | By ACH purchase. To have this option added to your account, please send a letter to the Fund requesting this option and supply a voided check for the bank account information. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. |
Automatic Investment Plan (AIP)
Shareholders may make automatic periodic purchases from a designated U.S. bank account by ACH. AIP is available after an account is open; initial purchases must be made by mail or wire. With the shareholders authorization and bank approval, the Transfer Agent withdraws the amount specified and invests it in Fund shares at the NAV next determined after the order is received in good order and bank instructions are on file. A minimum of $1,000 per draft applies. Shareholders may change or terminate the AIP at any time by notifying the Fund or its Transfer Agent. Only U.S. bank accounts at institutions that are ACH members may be used. The Transfer Agent may suspend, modify, or discontinue the AIP at any time. Returned ACH drafts may result in fees.
Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Funds NAV.
Customer Identification and Verification
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
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that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
● | Name; |
● | Date of birth (for individuals); |
● | Residential or business street address (although post office boxes are still permitted for mailing); and |
● | Social security number, other taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Funds inability to verify your identity.
Anti-Money Laundering Program
Customer identification and verification is part of the Funds overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.
Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Funds portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Funds shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder trading activity to ensure it complies with the Funds policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead the Fund uses a subjective approach that permits it to reject any purchase orders that it
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believes may be indicative of market timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Funds policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Boards opinion, should help reduce the risk of abusive trading in the Fund.
When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Funds shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firms program materials carefully to learn of any rules or fees that may apply.
Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, an annual IRA custodial fee ($25), statement retrieval fees ($25 per request) and fees for removal of excess contributions or Roth conversions or recharacterizations ($25 per transaction).
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HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at the NAV per share next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
Redemption Requests in Good Order
A redemption request is considered to be in good order only if it includes all of the following:
● | The name of the Fund and the account number; |
● | The exact dollar amount or number of shares to be redeemed; |
● | The name(s) of the registered account owner(s), exactly as they appear on the account; |
● | Signature(s) of all registered account owner(s); |
● | Any required signature guarantee or medallion signature guarantee, if applicable; and |
● | Any documentation reasonably required by the Fund or its Transfer Agent to verify the identity or authority of the person(s) requesting the redemption. |
Redemption requests that are incomplete, unclear, unsigned, or submitted without the required documentation or signature guarantees may be delayed or rejected. The Fund and its transfer agent are not responsible for processing delays or losses resulting from requests not received in good order.
By Mail. You may redeem shares by mailing a written request to Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Written requests must be in good order and state the shareholders name, the account number and the shares or dollar amount to be redeemed and be signed exactly as the shares are registered with the Fund.
Medallion Signature Guarantee Requirements. To protect shareholders and the Fund against potential fraud, a signature guarantee, specifically a Medallion Signature Guarantee, may be required in certain circumstances. A Medallion Signature Guarantee is a stamped certification provided by an eligible guarantor institution to verify the authenticity of a signature and the authority of the individual signing on behalf of the account owner.
The Fund or its Transfer Agent may require a Medallion Signature Guarantee in the following situations:
● | The redemption amount exceeds $50,000; |
● | The proceeds are being mailed to an address or transferred to a bank account that was changed or added within the past 30 calendar days; |
● | The redemption proceeds are made payable to someone other than the registered account owner; |
● | The proceeds are directed to a financial institution account not held in the shareholders name; |
● | The account registration or ownership is being changed; |
● | Redemption instructions are submitted by mail with alternate delivery instructions or special processing; |
● | Any other situation where the Fund or its Transfer Agent reasonably determines that additional documentation or verification is warranted. |
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Medallion Signature Guarantees must be obtained from eligible guarantor institutions that are members of a Medallion Signature Guarantee program recognized by the Securities Transfer Association (e.g., STAMP, SEMP, or MSP). These typically include commercial banks, savings associations, credit unions, and broker-dealers. Notarization is not an acceptable substitute for a Medallion Signature Guarantee.
Shareholders should contact the Funds Transfer Agent in advance of submitting any transaction requests if they are uncertain whether a Medallion Signature Guarantee is required. The Funds Transfer Agent reserves the right to reject any signature guarantee.
By Telephone. The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account. If you own an IRA, you will be asked whether or not the Fund should withhold federal income tax.
The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-833-517-1010. The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions. You may redeem shares up to $50,000.
During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its Transfer Agent will be held liable if you are unable to place your trade due to high call volume.
The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s), the address, or banking instructions on the account has been changed within the previous 30 days. Neither the Fund, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any such loss. The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or recording telephone instructions.
If you own an IRA or other retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal income tax withheld, the redemption will be subject to withholding.
Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive
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redemption orders on the Funds behalf. The Fund calculates its NAV as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time). Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received, in proper form. These organizations may be authorized to designate other intermediaries to act in this capacity. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent. A redemption to a bank other than the bank of record requires a signature guarantee and any redemption to a bank other than the bank of record is transmitted by federal wire transfer.
Receiving Payment
The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
● | For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days; and |
● | For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 calendar days as permitted under the Investment Company Act of 1940, as amended (the 1940 Act). Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 calendar days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholders activity causes the account balance to fall below the minimum initial investment amount (the Minimum Account Balance). Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the Minimum Account Balance solely because of a decline in the Funds NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 calendar days to purchase additional shares to meet the Minimum Account Balance requirement.
Lost Shareholders, Inactive Accounts, and Unclaimed Property.
Certain states have unclaimed property laws that may require the Fund or its Transfer Agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder
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has not initiated any contact or transaction within a time period specified by applicable state law.
In some cases, this process is referred to as escheatment, and shareholders may be required to reclaim the assets from the applicable states unclaimed property office. Some states may also require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the cash value at the time of sale.
For retirement accounts, such escheatment may be treated as a taxable distribution, and federal and/or state income tax withholding may apply.
To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its Transfer Agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.
In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.
Systematic Withdrawal Plan
Shareholders may establish a Systematic Withdrawal Plan (SWP) to redeem shares from their account on a periodic basis. Withdrawals may be made in any amount and at any frequency selected by the shareholder, subject to the availability of shares in the account. Redemptions are priced at the NAV next determined after the request is received in good order. Shareholders may modify or terminate the SWP at any time by contacting the Transfer Agent, and the Transfer Agent may suspend or discontinue the SWP at any time. Withdrawals are redemptions of Fund shares and may be taxable. Over time, withdrawals may deplete the account.
Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Adviser believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Funds custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Funds net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you may pay any applicable taxes and brokerage charges associated with selling the securities.
27
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, fees for outbound wires ($15 per wire), IRA withdrawal fees (transfer or redemption) ($25 per withdrawal), and overnight delivery fees ($35 per overnight delivery) and deducts the fee directly from your account. These fees are subject to change. Your bank may also impose a fee for the incoming wire.
28
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own advisors for advice about the particular federal, state, and local tax consequences of investing in the Fund.
Income dividends and net capital gain distributions, if any, are normally declared and paid annually by the Fund in December. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. Although the Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions paid by the Fund, regardless of whether distributions are paid in cash or reinvested in additional Fund shares.
The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested in additional shares of the Fund, may be subject to federal, state, and local taxation, depending upon your tax situation. Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends-received deduction. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long you have held your Fund shares.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. If it meets certain minimum distribution requirements, a regulated investment company will not be subject to federal income tax on its taxable income and gains from investments that it timely distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
However, the Funds failure to qualify as a regulated investment company or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders. In order to qualify for taxation as a regulated investment company, the Fund must derive at least 90% of its gross income each taxable year from qualifying income and diversify its assets as described in more detail in the SAI. The Fund will monitor its investments with the objective of maintaining its qualification as a regulated investment company under the Code.
When you redeem Fund shares, you will generally realize a capital gain or loss if you hold the shares as capital assets. Except for investors who hold their respective Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, and tax-exempt investors that do not borrow to purchase Fund shares, generally, any gain realized on a redemption of Fund shares may be subject to federal income tax. However, certain exchanges of shares may be exempt from tax, including exchanges of Fund shares for shares of a different class of the same Fund. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or 30 days after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
29
U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their net investment income, including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or taxpayer identification number or fail to certify that such number is correct, or who have been notified by the Internal Revenue Service (IRS) that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Mutual fund companies are required to report cost basis information to the IRS on Form 1099-B for sales of mutual fund shares (Covered Shares). Under these regulations, mutual funds must select a default cost basis calculation method and apply that method to the sale of Covered Shares unless an alternate IRS approved method is specifically elected in writing by the shareholder. Average Cost, which is the mutual fund industry standard, has been selected as the Funds default cost basis calculation method. If a shareholder determines that an IRS approved cost basis calculation method other than the Funds default method of Average Cost is more appropriate, the shareholder must contact the Fund at the time of or in advance of the sale of Covered Shares that are to be subject to that alternate election. IRS regulations do not permit the change of a cost basis election on previously executed trades.
Shareholders that are not U.S. persons within the meaning of the Code should consult their tax advisors and, if holding shares through intermediaries, their intermediaries, concerning the application of U.S. tax rules and tax rules of other applicable jurisdictions to their investment in the Fund.
Because everyones tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
30
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the financial performance of the Funds I Class shares for the years/period(s) of its operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years/periods that ended May 31, 2025, 2024 and 2023, have been audited by the Funds Independent Registered Public Accounting Firm, Cohen & Company, Ltd., whose report is included in the Funds audited financial statements to shareholders, which may be obtained at no charge by calling the Fund at 1-833-517-1010 or by visiting the Funds website at https://mutualfund.evolutionarytree.com. The fiscal years and periods prior to fiscal year 2023 were audited by the Funds prior independent registered public accounting firm.
EVOLUTIONARY TREE INNOVATORS FUND
FINANCIAL HIGHLIGHTS
I Class Shares
Per Share Data for a Share Outstanding Throughout Each Period
Year Ended May 31, 2025 | Year Ended May 31, 2024 | Year Ended May 31, 2023 | Year Ended May 31, 2022 | Period Ended May 31, 2021(a) | ||||||||||||||||
Net asset value at beginning of period | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | $ | 20.00 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment loss(b) | (0.15 | ) | (0.12 | ) | (0.09 | ) | (0.24 | ) | (0.18 | ) | ||||||||||
Net realized and unrealized gains (losses) on investments | 4.31 | 2.87 | 1.60 | (11.18 | ) | 5.64 | ||||||||||||||
Total from investment operations | 4.16 | 2.75 | 1.51 | (11.42 | ) | 5.46 | ||||||||||||||
Less distributions from: | ||||||||||||||||||||
Net realized gains | — | — | — | (0.72 | ) | — | ||||||||||||||
Net asset value at end of period | $ | 21.74 | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | ||||||||||
Total return(c) | 23.66 | % | 18.54 | % | 11.34 | % | (46.09 | %) | 27.30 | % (d) | ||||||||||
Net assets at end of period (000s) | $ | 21,427 | $ | 24,735 | $ | 19,711 | $ | 11,472 | $ | 27,923 | ||||||||||
Ratios/supplementary data: | ||||||||||||||||||||
Ratio of total expenses to average net assets | 1.66 | % | 1.77 | % | 2.08 | % | 1.59 | % | 1.65 | % (e) | ||||||||||
Ratio of net expenses to average net assets(f) | 0.97 | % (g) | 0.97 | % | 0.97 | % | 1.00 | % (g) | 0.97 | % (e) | ||||||||||
Ratio of net investment loss to average net assets(f) | (0.75 | %) | (0.73 | %) | (0.66 | %) | (0.99 | %) | (0.97 | %) (e) | ||||||||||
Portfolio turnover rate | 38 | % | 57 | % | 84 | % | 169 | % | 33 | % (d) |
(a) | Represents the period from the commencement of operations (September 9, 2020) through May 31, 2021. |
(b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the period. |
(c) | Total return is a measure of the change in value of an investment in the Fund over the period covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced fees and/or reimbursed expenses. |
(d) | Not annualized. |
(e) | Annualized. |
(f) | Ratio was determined after management fee reductions and/or expense reimbursements. |
(g) | Includes 0.00% (h) and 0.03% of borrowing costs for fiscal years ended May 31, 2025 and May 31, 2022, respectively. |
(h) | Rounds to less than 0.01%. |
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CUSTOMER PRIVACY NOTICE |
FACTS | WHAT DOES THE EVOLUTIONARY TREE INNOVATORS FUND (the Fund) DO WITH YOUR PERSONAL INFORMATION? | ||
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | ||
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
■ Social Security number
■ Assets
■ Retirement Assets
■ Transaction History
■ Checking Account Information
■ Purchase History
■ Account Balances
■ Account Transactions
■ Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this notice. | ||
How? | All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons the Fund chooses to share; and whether you can limit this sharing. | ||
Reasons we can share your personal information | Does
the Fund share? |
Can
you limit this sharing? | |
For our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No | |
For our marketing purposes – to offer our products and services to you |
No | We dont share | |
For joint marketing with other financial companies | No | We dont share | |
For our affiliates everyday business purposes – information about your transactions and experiences |
No | We dont share | |
For our affiliates everyday business purposes – information about your creditworthiness |
No | We dont share | |
For nonaffiliates to market to you | No | We dont share | |
Questions? | Call 1-833-517-1010 | ||
32
Who we are | |
Who is providing this notice? | Evolutionary Tree Innovators Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator) |
What we do | |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. |
How does the Fund collect my personal information? | We collect your personal information, for example, when you
■ Open an account
■ Provide account information
■ Give us your contact information
■ Make deposits or withdrawals from your account
■ Make a wire transfer
■ Tell us where to send the money
■ Tell us who receives the money
■ Show your government-issued ID
■ Show your drivers license
We also collect your personal information from other companies. |
Why cant I limit all sharing? | Federal law gives you the right to limit only
■ Sharing for affiliates everyday business purposes – information about your creditworthiness
■ Affiliates from using your information to market to you
■ Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
■ Evolutionary Tree Capital Management, LLC, the investment adviser to the Fund, could be deemed to be an affiliate. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies
■ The Fund does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
■ The Fund does not jointly market. |
33
FOR ADDITIONAL INFORMATION
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Funds investments is available in the Funds annual and semi-annual reports to shareholders and in Form N-CSR. In the Funds annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. In Form N-CSR, you will find the Funds annual and semi-annual financial statements.
To obtain a free copy of the SAI, the audited and unaudited Financial Statements, or other information about the Fund, or to make inquiries about the Fund, please call Toll-Free:
1-833-517-1010
This Prospectus, the SAI and the most recent shareholder reports are also available on the Funds website at https://mutualfund.evolutionarytree.com or upon written request to the Fund at:
Evolutionary Tree Innovators Fund
c/o
Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Evolutionary Tree Innovators Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Only one copy of a Prospectus or an audited or unaudited Financial Statements will be sent to each household address. This process, known as Householding, is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may, of course, request an additional copy of a Prospectus or an audited or unaudited Financial Statements at any time by calling or writing the Fund or by downloading from the Funds website at https://mutualfund.evolutionarytree.com. You may also request that Householding be eliminated from all your required mailings.
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of information on the SECs Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Investment Company Act File No. 811-22680
34
WAVELENGTH
FUND
(WAVLX)
Managed
by
Wavelength Capital Management, LLC
PROSPECTUS
September 28, 2025
For
information or assistance in opening an account,
please call toll-free 1-866-896-9292.
This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records.
The U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
RISK/RETURN SUMMARY | 1 |
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 13 |
FUND MANAGEMENT | 23 |
HOW THE FUND VALUES ITS SHARES | 25 |
HOW TO BUY SHARES | 26 |
HOW TO REDEEM SHARES | 30 |
DIVIDENDS, DISTRIBUTIONS AND TAXES | 34 |
FINANCIAL HIGHLIGHTS | 36 |
CUSTOMER PRIVACY NOTICE | 38 |
FOR ADDITIONAL INFORMATION | Back Cover |
The Wavelength Fund (the Fund) seeks total return.
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 tables and examples below.
Shareholder
Fees (fees paid directly from your investment) |
|
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
Maximum Deferred Sales Charge (Load) | |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | |
Redemption Fee | |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
Management Fees | |
Distribution and/or Service (12b-1) Fees | |
Other Expenses | |
Acquired Fund Fees and Expenses(1) | |
Total Annual Fund Operating Expenses | |
Fee Reductions and/or Expense Reimbursements(2) | ( |
Total
Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursement |
(1) |
(2) |
1
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
1 Year | 3 Years | 5 Years | 10 Years | |
$ |
$ |
$ |
$ |
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher
portfolio turnover rate 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 Funds performance. During
the most recent fiscal year, the Funds portfolio turnover rate was
The Fund aims to achieve its investment objective by seeking to establish a balance of investment exposure across possible interest rate environments using global fixed income instruments, while buying and selling securities with a target of maintaining this balance amidst changing market and economic conditions. The Funds portfolio holdings will primarily include securities sold on United States (U.S.) exchanges, including government and inflation-linked bonds, (the latter of which are U.S. and foreign government bonds with a nominal return indexed to inflation), exchange-traded funds (ETFs), and derivative instruments (including futures contracts). Investments represented by the ETFs and derivative instruments that the Fund holds will include, from time to time, developed-market government bonds, developed-market inflation-linked government bonds, emerging market fixed-income securities (both U.S. Dollar-denominated and local currency-denominated), sovereign debt, municipal securities, collateralized debt, mortgage-backed securities, including collateralized mortgage obligations, corporate debt, senior loans, preferred securities, stock index futures, and convertible bonds. The Fund defines emerging market securities as those that provide exposure to companies that are domiciled in any country, or are issued by any country, where the economy is undergoing a developmental shift toward higher standards of living and modernization. Depending on market conditions, the Funds portfolio structure, and other factors considered by the Adviser, the Funds portfolio may at times consist primarily of ETFs or primarily of the individual securities noted above.
The Adviser does not target any particular average credit quality or average maturity for the Fund. The Fund may purchase (directly or indirectly) fixed-income securities of any credit quality, maturity or yield. The Adviser intends to limit the Funds investment (direct or indirect) in high yield securities (junk bonds) to not more than 50% of the Funds net assets.
The Adviser uses quantitative investment models for macroeconomic analysis, risk management, and portfolio construction purposes. To implement this investment process, and to facilitate efficiency and repeatability, the Adviser has automated many of the rules used in these areas. That is, the Adviser often creates and uses proprietary software that can automatically gather the data required for analysis, quantitatively evaluate investments as needed for portfolio construction, and generate target portfolio holdings on behalf of the Fund.
2
In implementing the Funds investment strategy, the Adviser uses an interest rate neutral strategy, which means that the Adviser seeks to construct a portfolio with a neutral exposure to potential interest rate movements. Specifically, the Adviser targets the base interest rate in the U.S. economy, which is the federal funds rate, and seeks to achieve a neutral exposure to that rate. The Adviser believes that the macroeconomic conditions of growth and inflation are the two principal factors that influence the Federal Reserves decisions related to the federal funds rate. As such, the Adviser measures instruments statistical relationships with growth conditions and inflation conditions, and seeks to create a balance within the Funds portfolio of investment exposure between, on the one hand, instruments that the Adviser believes benefit when each such condition is rising, and, on the other hand, instruments that the Adviser believes benefit when each such condition is falling. Through this balance, the Adviser seeks to establish a portfolio that will likely be neutral (i.e., not materially affected) by movements in the U.S. interest rate environment. There is no assurance that the Adviser will be able to achieve a neutral exposure to potential interest rate environments within the portfolio.
The inputs the Adviser will use in targeting this balanced investment exposure include:
1. | Macroeconomic inputs related to economic growth (e.g., changes in gross domestic product and industrial production) and inflation (e.g., changes in the consumer price index). In this regard, the Adviser evaluates fundamental relationships between asset classes and macroeconomic conditions as experienced over the long-term. |
2. | Quantitative inputs related to investment exposure (e.g., the standard deviation of investment returns and their maximum experienced losses over multiple timeframes). In this regard, the Adviser evaluates statistical measures of investment exposure for each market in which investments are made. |
The Funds investment strategy is based on establishing a balance of investment exposure across possible interest rate environments using fixed-income instruments, and the Adviser will buy and sell securities with a target of maintaining this balance amidst changing market and economic conditions. The Fund may use ETFs as a means of implementing its strategy; and, when it does, the Funds returns from such ETFs are expected to be derived primarily from their total return. At times, a large portion of the Funds portfolio may be invested in ETFs.
The Fund will typically use derivative instruments, including but not limited to futures contracts, in seeking to achieve its investment objective, subject to applicable law and any other restriction described in this Prospectus or the Funds Statement of Additional Information (SAI). The term derivative instruments generally refer to instruments that have a value based on (derived from) the value of an underlying asset, reference rate, index or some other variable. Futures contracts are contractual agreements related to future financial obligations, and the futures that the Fund will hold will primarily be U.S. government bond futures. Synthetic leverage, including long and short exposures (but not borrowing of securities), may be created through futures transactions made by the Fund. The Funds use of derivative instruments can have the economic effect of financial leverage which increases the effect of price swings of an underlying asset. This can result in the potential for both greater gains and greater losses for the Fund than would be possible if the Fund did not use instruments with the economic effect of financial leverage. The percentage of the Funds assets invested in derivatives will fluctuate but collectively could represent economic exposure of 100% or more of the total assets of the Fund. While the use of derivative instruments is intended to reduce volatility, this can also cause the Funds net asset value (NAV) to be volatile, and there is no assurance that the use of derivative instruments will enable the Fund to achieve its investment objective. The rules and interpretations of the Investment Company Act of 1940, as amended (the 1940 Act) impose certain limitations on the Funds ability to use leverage. The Fund also generally expects to lend its portfolio securities to seek to earn income.
3
At times, a significant portion of the Funds assets may also be held in cash or equivalent holdings that serve as collateral for other positions and earn income for the Fund. These cash or equivalent holdings may be held directly or indirectly and may include, but are not limited to, U.S. government securities, U.S. government agency securities, short-term fixed-income securities, overnight and/or fixed term repurchase agreements, money market mutual fund shares, and cash and cash equivalents with one year or less term to maturity.
Over short-to-medium periods of time, the Adviser expects the Funds NAV to fluctuate and exhibit volatility due in part to the use of derivative instruments and their potential effect of financial leverage, in addition to the expected levels of fluctuation within financial markets. The volatility of the Funds NAV is measured by the annualized standard deviation of its return. While the Funds holdings are intended to reduce the effect of market volatility, the Adviser generally expects that the annualized volatility target for the Funds NAV will generally range between 5% and 15% of the Funds total return. Actual or realized volatility can and will differ from this target forecast range and may be higher or lower depending on market conditions.
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the types of securities in which the Fund invests and the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund may not be appropriate for use as a complete investment program. The principal risks of an investment in the Fund are generally described below.
Asset Allocation Risk. The Fund invests in a broad array of asset classes and may allocate assets to an asset class that underperforms other asset classes. For example, the Fund may be overweight in instruments tied to rising growth, i.e. convertible bonds, when the stock market is falling and the fixed-income market is rising.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could cause turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets, such as changes in governments economic policies, political turmoil, terrorism, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues, which may negatively affect many issuers domestically and around the world. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long-term effects of which are difficult to assess. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and, therefore, adversely affect the Fund.
Volatility Risk. The Fund may have investments that appreciate or decrease significantly in value over short periods of time. This may cause the Funds NAV per share to experience significant increases or declines, generally between 5% and 15% of the Funds total return, in value over short periods of time.
Inflation Risk. Inflation risk is the risk that the price of an asset, or income generated by an asset, will not keep up with the cost of living. Almost all financial assets have some inflation risk.
4
Interest Rate Risk. The price of a fixed-income security is dependent, in part, upon prevailing market interest rates. The share price and total return of the Fund, when investing a significant portion of its assets in fixed-income securities, will vary in response to changes in interest rates. A rise in interest rates will generally cause the value of fixed-income securities to decrease. Conversely, a decrease in interest rates will generally cause the value of fixed-income securities to increase. Consequently, changes in interest rates may have a significant effect on the Fund, especially if the Fund is holding a significant portion of its assets in fixed-income securities that are particularly sensitive to interest rate fluctuations, such as fixed-income securities with long-term maturities, zero coupon bonds, and debentures. This risk may be heightened given the likelihood of increases in interest rates in the future as the Federal Reserve continues to increase the federal funds rate after a period of historically low rates. A rise or potential rise in interest rates may cause the Fund to lose value and increase redemptions, which could cause the Adviser to liquidate portfolio securities at disadvantageous prices and times, resulting in losses to the Fund.
Issuer/Credit Risk. There is a possibility that issuers of securities in which the Fund may invest may default on the payment of interest or principal on the securities when due, which could cause the Fund to lose money. Changes in economic conditions or other circumstances may reduce the capacity of an issuer to make principal and interest payments on securities. The value of securities also may decline because of concerns about the issuers ability to make principal and interest payments.
Investment Model and Computer Software Risk. The Adviser relies heavily on quantitative investment models to assist with security selection. The Advisers extensive use of its quantitative models and proprietary software presents certain additional risks. Specifically, the Adviser cannot guarantee that the data used in the models will be accurate or complete. Moreover, the computer software, whether proprietary or obtained from third-parties, may fail or may have errors that go undetected by the Adviser. If issues are present in the data used by the Adviser or if there are errors in the computer software used by the Adviser, there may be adverse impacts to the Fund, including a decline in the Funds NAV. The Fund is at risk for any adverse financial impacts resulting from deficiencies in the Advisers quantitative investment process.
U.S. Government Securities Risk. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and authorities if it is not obligated by law to do so. Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the U.S.
Treasury Inflation-Protected Securities (U.S. TIPS) and Inflation-Linked Bonds Risk. The value of inflation-protected securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of inflation-protected securities. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of inflation-protected securities. If the Fund purchases inflation-protected securities in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.
Municipal Securities Risk. The risk of a municipal security generally depends on the financial and credit status of the issuer. Municipal securities can be significantly affected by political, regulatory or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders, including in connection with an issuers insolvency.
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Investment Grade Securities Risk. Investment grade fixed-income securities are assigned credit ratings by ratings agencies based on their assessment of the creditworthiness or risk of default of a bond issue. Ratings agencies review, from time to time, such assigned ratings of the securities and may subsequently downgrade the rating if economic circumstances affect the relevant bond issue. In addition, the credit ratings of fixed-income securities may be lowered if the financial condition of the party obligated to make payments with respect to such securities deteriorates.
High Yield Bond (Junk Bond) Risk. Fixed-income securities rated below Baa by Moodys Investors Service, Inc. (Moodys) and BBB by S&P Global Ratings (S&P) or Fitch Ratings, Inc. (Fitch) and unrated securities of similar credit quality are generally considered speculative in nature and are generally subject to greater risks with respect to the non-payment of interest and principal and greater market fluctuations than higher-rated fixed-income securities. Lower-rated fixed-income securities are usually issued by companies without long track records of sales and earnings, or by companies with questionable credit strength. These fixed-income securities are considered below investment grade. The retail secondary market for these junk bonds may be less liquid than that of higher-rated fixed-income securities, and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Funds NAV. These risks can reduce the value of the Funds shares and the income it earns. Lower-rated securities carry a greater risk of default than investment grade securities.
Senior Loans Risk. Investments in senior loans typically are below investment grade and are considered speculative because of the credit risk of their issuers. Senior loans are subject to credit risk, interest rate risk and liquidity risk. In addition, senior loans are subject to the risk that the value of the collateral, if any, securing a loan may decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate.
Convertible Securities Risk. The Fund may buy securities convertible into common stock. Although to a lesser extent than with fixed-income securities, the market value of convertible bonds 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 bonds tends to vary with fluctuations in the market 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 Investing Risk. The Fund may invest in securities issued by foreign governments or foreign corporations, directly or indirectly through ETFs or derivative transactions (e.g., foreign currency futures). The Fund may also invest in foreign securities that trade on U.S. exchanges or indirectly (i.e. through ETFs or other investment companies) in foreign securities that trade on foreign exchanges. Foreign securities markets can be volatile and securities prices can change drastically. Foreign investments may be adversely affected by governmental actions such as capital or currency controls, nationalization of a company or industry, expropriation of assets or imposition of higher taxes. Investments in foreign securities involve risks resulting from differences in regulations to which U.S. and foreign markets are subject. These risks include differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights and greater transaction costs. The foregoing risks are more pronounced in investments in securities of issuers that are located in or have substantial operations in emerging market countries because such countries tend to develop sporadically and the securities may have lower trading volumes and less liquidity than developed markets.
Emerging Markets Risk. Investments in emerging markets involve all of the risks of foreign investments (see above), and also have additional risks. The markets of developing countries have been more volatile than the markets of developed countries with more mature economies. Many emerging markets companies in the early stages of development are dependent on a small number of products and lack substantial capital reserves. In addition, emerging markets often have less developed legal and financial systems. These markets often have provided significantly higher or lower rates of return than developed markets and usually carry higher risks to investors than securities of companies in developed countries.
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Sovereign Debt Risk. These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entitys debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is limited legal recourse for collecting sovereign debt that a government does not pay.
Mortgage-Backed Securities Risk. Mortgage-backed securities are affected by, among other things, interest rate changes and the possibility of prepayment of the underlying mortgage loans. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations to pay principal and interest.
Collateralized Debt Obligations Risk. The risks of an investment in a collateralized debt obligation depend largely on the type of the collateral securities and the class of the debt obligation. Collateralized debt obligations are generally subject to credit, interest rate, valuation, liquidity, prepayment and extension risks. Prepayment risk refers to when borrowers pay off their debt obligations sooner than expected in times of declining interest rates, while extension risk refers to when borrowers pay off their debt obligations more slowly than expected in times of rising interest rates. These securities also are subject to risk of default on the underlying assets, particularly during periods of economic downturn.
Collateralized Mortgage Obligations Risk. Collateralized mortgage obligations exhibit similar risks to those of mortgage-backed securities but also present certain special risks. Collateralized mortgage obligations are created by dividing the principal and interest payments collected on a pool of mortgages into several revenue streams (tranches) with different priority rights to portions of the underlying mortgage payments. Collateralized mortgage obligation tranches may be specially structured in a manner that provides a variety of investment characteristics, such as yield, effective maturity and interest rate sensitivity. As market conditions change, however, particularly during periods of rapid or unanticipated changes in interest rates, the ability of a collateralized mortgage obligation tranche to provide the anticipated investment characteristics and performance may be significantly reduced. These changes may result in volatility in the market value, and in some instances reduced liquidity, of the collateralized mortgage obligation tranche.
Preferred Stock Risk. Preferred stocks are subject to risks similar to debt securities, such as interest rate risk and credit risk, and are also subject to risks associated with equity securities, risk, which is the risk that stock prices will fall over short or extended periods of time in response to many factors, including general market and economic conditions, industry conditions, or the activities of the issuing company, among other factors. The rights of preferred stocks on the distribution of a companys assets in the event of a liquidation are generally subordinate to the rights associated with a companys debt securities.
Stock Index Futures Risk. A stock index assigns relative values to the common stocks included in the applicable index and fluctuates with the changes in the market value of those stocks. Stock index futures are contracts based on the future value of the basket of securities that comprise the underlying stock index. The primary risks associated with stock index futures investments are market risk, index tracking risk, credit risk of the exchange on which the futures are traded, and the possible inability to close a futures contract when desired.
Securities Lending Risk. The Fund lends its portfolio securities to seek to earn additional income. When the Fund lends its portfolio securities, the Fund is subject to the risk that the borrower may fail to return the securities in a timely manner or at all, resulting in a loss to the Fund and/or a delay in recovering the loaned securities. The Fund could also lose money in connection with securities lending transactions if it does not recover the loaned securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences. The Fund is not obligated to engage in securities lending, and may discontinue its securities lending activities at any time.
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Money Market Mutual Funds. Although a money market fund seeks to maintain the value of an investment at $1.00 per share, there is no assurance that it will be able to do so, and it is possible to lose money by investing in a money market fund. The Fund will incur additional indirect expenses due to acquired fund fees and expenses to the extent it invests in shares of money market mutual funds.
ETF and Other Investment Company Risk. The Fund may invest in ETFs and other investment companies. Through its positions in ETFs and other investment companies, the Fund will be subject to the risks associated with such vehicles investments, including the possibility that the value of the securities or instruments held by an ETF or other investment company could decrease (or increase). Certain of the ETFs or other investment companies in which the Fund may invest may hold common portfolio positions, thereby reducing any diversification benefits. Investments in ETFs and other investment companies are also subject to additional risks, including:
Expenses. When the Fund invests in ETFs and other investment companies, your cost of investing in the Fund will generally be higher than the cost of investing directly in ETFs or other investment companies, since you will indirectly bear fees and expenses charged by the underlying ETFs and investment companies in which the Fund invests in addition to the Funds direct fees and expenses.
Fund of Funds Structure. The use of a fund of funds structure could affect the timing, amount, and character of the Funds distributions and therefore may increase the amount of your tax liability.
Market Value Risk. The market value of an ETFs shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Derivatives Risk. The use of derivative instruments requires special skills and knowledge of investment techniques that are different than those normally required for purchasing and selling stocks. If the Adviser uses a derivative instrument at the wrong time or incorrectly identifies market conditions, or if the derivative instrument does not perform as expected, these strategies may significantly reduce the Funds return. Derivative instruments may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument. In addition, the cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return.
In addition, the Funds use of futures contracts creates leverage, which can magnify the Funds potential for gain or loss and therefore amplify the effect of market volatility on the Funds share price. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.
Rule 18f-4 under the 1940 Act regulates a funds use of derivative investments and certain financing transactions. Among other conditions, Rule 18f-4 requires certain funds that invest in derivative instruments beyond a specified limited amount (generally greater than 10% of a funds net assets) to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. To the extent a fund uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited amount (up to 10% of a funds net assets), it will not be subject to the full requirements of Rule 18f-4.
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Futures Contract Risk. Transactions in derivative instruments (e.g., futures) involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge (if the derivative instrument is being used for hedging purposes); tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the amount invested in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions.
The successful use of futures contracts depends upon the Advisers skill and experience with respect to such instruments and are subject to special risk considerations, including:
● | imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; |
● | possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; |
● | losses caused by unanticipated market movement, which are potentially unlimited; |
● | the Advisers inability to correctly predict the direction of securities prices, interest rates, currency exchange rates and other economic factors; |
● | the possibility that a counterparty will default in the performance of its obligations; |
● | the possibility that the Fund may have insufficient cash and have to sell securities from its portfolio to meet the daily variation margin requirements at a time when it may be disadvantageous to do so; |
● | the possibility that a failure to close a position may result in delivery of an illiquid commodity to the Fund or that rapid selling to avoid delivery may result in unfavorable execution prices; and |
● | possible inefficiencies that are created by the need to roll contracts (i.e., sell out of a contract that is nearing delivery or settlement in favor of a contract with a delivery or settlement date that is further into the future). |
Leverage Risk. Futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. The NAV of the Fund when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.
Liquidity Risk. Liquidity risk is the risk that a particular investment cannot be sold at the advantageous time or price. For example, if a fixed-income security is downgraded or drops in price, the market demand for that security may be limited, making that security difficult to sell. Additionally, the market for certain securities may become illiquid under adverse market or economic conditions. A reduction in dealer market-making capacity in the fixed-income markets also has the potential to decrease liquidity for fixed-income securities as a general matter. A potential rise in interest rates may result in periods of volatility and increased redemptions. Increases in redemptions may require the Adviser to liquidate portfolio securities at disadvantageous prices and times, which could reduce the Funds returns. Also, investments in derivatives, non-U.S. investments, restricted securities, securities having small market capitalizations, and securities having substantial market and/or credit and counterparty risk tend to involve greater liquidity risk.
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Political Risk. Changes in the political status of any country can have profound effects on the value of investments exposed to that country. Related risk factors are the regulatory environment within any country or industry and the sovereign health of the country. These risks can only be reduced by carefully monitoring the economic, political and regulatory atmosphere within countries and diversifying across countries.
CFTC Regulation Risk. To the extent the Fund makes investments regulated by the Commodity Futures Trading Commission (the CFTC), the Fund intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act, as amended (CEA). The Adviser, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 and therefore, the Adviser is not subject to registration or regulation as a commodity pool operator under the CEA. If the Adviser is unable to comply with the requirements of Rule 4.5, the Adviser may be required to modify the Funds investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Counterparty Credit Risk. The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. In these types of transactions, the counterparty represents the other party involved in a financial transaction with the Fund. The Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those related to ordinary portfolio securities transactions. These include the risk that the counterparty will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement without having to sell other Fund holdings for non-investment related reasons.
Management Style Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to its benchmark index or to other mutual funds that employ similar investment strategies. In addition, the Adviser may select investments that fail to perform as anticipated. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgments about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Maturity Risk. Maturity risk is another factor that can affect the value of the Funds fixed-income security holdings. In general, but not in all cases, the longer the maturity of a fixed-income security, the higher its yield and the greater its price sensitivity to changes in interest rates. Certain market conditions, such as inverted yield curves, may indicate that securities with longer maturities may result in lower yields. Conversely, the shorter the maturity, the lower the yield but the greater the price stability. The Fund will be subject to greater maturity risk to the extent it is invested in fixed-income securities with longer maturities. This risk may be heightened given the likelihood of increases in interest rates in the future.
Reinvestment Risk. As issuers pay interest or return capital to investors, there is no guarantee that investors will be able to reinvest these payments and receive rates equal to or better than their original investment. If interest rates fall, the rate of return available to reinvested money will also fall. For example, purchasers of a 30-year, 5% coupon bond can anticipate that they will receive a 5% return on their original capital, but unless they can reinvest all of the interest receipts at or above 5%, the total return over 30 years will be below 5%. The higher the coupon and prepayment risk, the higher the reinvestment risk. An investor who plans on spending (as opposed to reinvesting) the income generated by his portfolio is less likely to be concerned with reinvestment risk and more likely to be concerned with inflation and interest rate risk than is an investor who will be reinvesting all income.
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* |
Quarterly Returns During This Time Period
(quarter ended June 30, 2020) | ||
( |
(quarter ended June 30, 2022) |
Average
Annual Total Returns for Periods Ended December 31, 2024 |
One Year | Five Year | Ten Years |
Return After Taxes on Distributions | |||
Return After Taxes on Distributions and Sale of Fund Shares | |||
Bloomberg U.S. Aggregate Bond Index* | ( |
||
S&P
U.S. Treasury Bill 0-3 Month Index ( |
* |
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MANAGEMENT OF THE FUND
Wavelength Capital Management, LLC is the Funds investment adviser.
Portfolio Manager | Investment Experience with the Fund | Primary Title with Adviser | ||
Andrew Dassori | Manager of the Fund since its inception in 2013 | Chief Investment Officer and Managing Director of the Adviser |
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
The minimum investment is $2,500 for regular accounts.
Minimum Additional Investments
The minimum additional investment is $100 for regular accounts ($50 for IRAs and UGMA/UTMA accounts).
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (NYSE) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to Wavelength Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246, or via overnight mail at Wavelength Fund c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. For more information about purchasing and redeeming shares, please see How to Buy Shares and How to Redeem Shares in this Prospectus or call 1-866-896-9292 for assistance.
TAX INFORMATION
The Funds distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or any 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. Certain of these payments are sometimes referred to as revenue sharing. Ask your salesperson or visit your financial intermediarys website for more information.
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INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Fund seeks total return. The Fund reserves the right to change the investment objective without shareholder approval upon at least 60 days prior written notice to shareholders.
Investment Strategy
The Fund aims to achieve its investment objective by seeking to establish a balance of investment exposure across possible interest rate environments using global fixed income instruments, while buying and selling securities with a target of maintaining this balance amidst changing market and economic conditions. The Funds portfolio holdings will primarily include securities sold on U.S. exchanges, including government and inflation-linked bonds, (the latter of which are U.S. and foreign government bonds with a nominal return indexed to inflation), exchange-traded funds (ETFs), and derivative instruments (including futures contracts). Investments represented by the ETFs and derivative instruments that the Fund holds will include, from time to time, developed-market government bonds, developed-market inflation-linked government bonds, emerging market fixed-income securities (both U.S. Dollar-denominated and local currency-denominated), sovereign debt, municipal securities, collateralized debt, mortgage-backed securities, including collateralized mortgage obligations, corporate debt, senior loans, preferred securities, stock index futures, and convertible bonds. The Fund defines emerging market securities as those that provide exposure to companies that are domiciled in any country, or are issued by any country, where the economy is undergoing a developmental shift toward higher standards of living and modernization. Depending on market conditions, the Funds portfolio structure, and other factors considered by the Adviser, the Funds portfolio may at times consist primarily of ETFs or primarily of the individual securities noted above.
The Adviser will not target any particular average credit quality or average maturity for the Fund. The Fund may purchase (directly or indirectly) fixed-income securities of any credit quality, maturity or yield. The Adviser intends to limit the Funds investment (direct or indirect) in high yield securities (i.e. junk bonds) to not more than 50% of its net assets.
The Adviser uses quantitative investment models for macroeconomic analysis, risk management, and portfolio construction purposes. To implement this investment process, and to facilitate efficiency and repeatability, the Adviser has automated many of the rules used in these areas. That is, the Adviser often creates and uses proprietary software that can automatically gather the data required for analysis, quantitatively evaluate investments as needed for portfolio construction, and generate target portfolio holdings on behalf of the Fund.
In implementing the Funds investment strategy, the Adviser uses an interest rate neutral strategy, which means that the Adviser seeks to construct a portfolio with a neutral exposure to potential interest rate movements. Specifically, the Adviser targets the base interest rate in the U.S. economy, which is the federal funds rate, and seeks to achieve a neutral exposure to that rate. The Adviser believes that the macroeconomic conditions of growth and inflation are the two principal factors that influence the Federal Reserves decisions related to the federal funds rate. As such, the Adviser measures instruments statistical relationships with growth conditions and inflation conditions, and seeks to create a balance within the Funds portfolio of investment exposure between, on the one hand, instruments that the Adviser believes benefit when each such condition is rising, and, on the other hand, instruments that the Adviser believes benefit when each such condition is falling. Through this balance, the Adviser seeks to establish a portfolio that will likely be neutral (i.e., not materially affected) by movements in the U.S. interest rate environment. There is no assurance that the Adviser will be able to achieve a neutral exposure to potential interest rate environments within the portfolio.
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The inputs the Adviser will use in targeting this balanced investment exposure include:
1. | Macroeconomic inputs related to economic growth (e.g., changes in gross domestic product and industrial production) and inflation (e.g., changes in the consumer price index). In this regard, the Adviser evaluates fundamental relationships between asset classes and macroeconomic conditions as experienced over the long-term. |
2. | Quantitative inputs related to investment exposure (e.g., the standard deviation of investment returns and their maximum experienced losses over multiple timeframes). In this regard, the Adviser evaluates statistical measures of investment exposure for each market in which investments are made. |
The Funds investment strategy is based on establishing a balance of investment exposure across possible interest rate environments using fixed-income instruments, and the Adviser will buy and sell securities with a target of maintaining this balance amidst changing market and economic conditions. The Fund may use ETFs as a means of implementing its strategy; and, when it does, the Funds returns from such ETFs are expected to be derived primarily from their total return. At times, a large portion of the Funds portfolio may be invested in ETFs.
The Fund will typically use derivative instruments, including but not limited to futures contracts , in seeking to achieve its investment objective, subject to applicable law and any other restriction described in this Prospectus or the Funds SAI. The term derivative instruments generally refer to instruments that have a value based on (derived from) the value of an underlying asset, reference rate, index or some other variable. Futures contracts are contractual agreements related to future financial obligations, and the futures that the Fund will hold will primarily be U.S. government bond futures. Synthetic leverage, including long and short exposure (but not borrowing of securities), may be created through futures transactions made by the Fund. The Funds use of derivative instruments can have the economic effect of financial leverage which increases the effect of price swings of an underlying asset. This can result in the potential for both greater gains and greater losses for the Fund than would be possible if the Fund did not use instruments with the economic effect of financial leverage. While the use of derivative instruments is intended to reduce volatility, this can also cause the Funds NAV to be volatile, and there is no assurance that the use of derivative instruments will enable the Fund to achieve its investment objective. The rules and interpretations of the 1940 Act impose certain limitations on the Funds ability to use leverage. The Fund also generally expects to lend its portfolio securities to seek to earn additional income.
At times a significant portion of the Funds assets may also be held in cash or equivalent holdings that serve as collateral for other positions and earn income for the Fund. These cash or equivalent holdings may be held directly or indirectly and may include, but are not limited to, U.S. government securities, U.S. government agency securities, short-term fixed-income securities, overnight and/or fixed term repurchase agreements, money market mutual fund shares, and cash and cash equivalents with one year or less term to maturity.
Over short-to-medium periods of time, the Adviser expects the Funds NAV to fluctuate and exhibit volatility due in part to the use of derivative instruments and their potential effect of financial leverage, in addition to the expected levels of fluctuation within financial markets. The volatility of the Funds NAV is measured by the annualized standard deviation of its return. While the Funds holdings are intended to reduce the effect of market volatility, the Adviser generally expects that the annualized volatility target for the Funds NAV will generally range between 5% and 15% of the Funds total return. Actual or realized volatility can and will differ from this target forecast range and may be higher or lower depending on market conditions.
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The Fund may from time to time take temporary defensive positions that are inconsistent with its principal investment strategies. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
PRINCIPAL RISKS
The principal risks associated with the Funds investment strategies are generally described below. As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Funds investment strategy depends largely upon the Advisers skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the types of securities in which the Fund invests and the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund may not be appropriate for use as a complete investment program.
Asset Allocation Risk. The Fund invests in a broad array of asset classes and may allocate assets to an asset class that underperforms other asset classes. The Funds ability to achieve its investment objective depends upon the Advisers analysis of various factors and its ability to select an appropriate mix of asset classes based on that analysis. For example, the Fund may be overweight in instruments tied to rising growth, i.e., convertible bonds, when the stock market is falling and the fixed income market is rising. The Fund may therefore experience losses or poor relative performance.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general bond market conditions. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, military actions, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) that emerged in 2019 resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity and company closings and product cutbacks, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, the long-term effects of which are difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund.
Volatility Risk. The Fund may have investments that appreciate or decrease significantly in value over short periods of time. This may cause the Funds NAV per share to experience significant increases or declines, generally between 5% and 15% of the Funds total return, in value over short periods of time.
Inflation Risk. Inflation risk is the risk that the price of an asset, or income generated by an asset, will not keep up with the cost of living. Almost all financial assets have some inflation risk.
Interest Rate Risk. The price of a fixed-income security is dependent upon prevailing market interest rates. The share price and total return of the Fund, when investing a significant portion of its assets in fixed-income securities, will vary in response to changes in interest rates. A rise in interest rates will generally cause the value of fixed-income securities to decrease. Conversely, a decrease in interest rates will generally cause the value of fixed-income securities to increase. Consequently, changes in interest rates may have a significant effect on the Fund, especially if the Fund is holding a significant portion of its assets
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in fixed-income securities that are particularly sensitive to interest rate fluctuations, such as fixed-income securities with long-term maturities, zero coupon bonds, and debentures. This risk may be heightened given the likelihood of increases in interest rates in the future as the Federal Reserve continues to increase the federal funds rate after a period of historically low rates. A rise or potential rise in interest rates may cause the Fund to lose value and increase redemptions, which could cause the Adviser to liquidate portfolio securities at disadvantageous prices and times, resulting in losses to the Fund.
Issuer/Credit Risk. There is a possibility that issuers of securities in which the Fund may invest may default on the payment of interest or principal on the securities when due, which could cause the Fund to lose money. There is also the risk that the rating agencies assignment of credit ratings (or the Advisers independent assessment of the securities creditworthiness) are or become inaccurate, which could cause the Fund to lose money. Changes in economic conditions or other circumstances may reduce the capacity of an issuer to make principal and interest payments on securities. The value of securities also may decline because of concerns about the issuers ability to make principal and interest payments.
Investment Model and Computer Software Risk. The Adviser relies heavily on quantitative investment models to assist with security selection. The Advisers extensive use of its quantitative models and proprietary software presents certain additional risks. Specifically, the Adviser cannot guarantee that the data used in the models will be accurate or complete. Moreover, the computer software, whether proprietary or obtained from third-parties, may fail or may have errors that go undetected by the Adviser. If issues are present in the data used by the Adviser or if there are errors in the computer software used by the Adviser, there may be adverse impacts to the Fund, including a decline in the Funds NAV. The Fund is at risk for any adverse financial impacts resulting from deficiencies in the Advisers quantitative investment process.
U.S. Government Securities Risk. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and authorities if it is not obligated by law to do so. Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the U.S. government.
Securities Lending Risk. The Fund lends its portfolio securities to seek to earn additional income. When the Fund lends its portfolio securities, it receives collateral (including cash collateral), at least equal to the value of securities loaned. The Fund may earn income by investing this collateral in one or more registered money market funds and/or unregistered, privately offered cash management vehicles that principally invest in high quality, short term debt obligations, such as securities of the U.S. government, its agencies or instrumentalities, instruments of U.S. and foreign banks, corporate debt obligations, municipal obligations, debt obligations of foreign governments, their agencies or instrumentalities, repurchase agreements, funding agreements, asset-backed securities, including asset-backed commercial paper, and money market funds. A decline in the value of a cash management vehicle in which collateral is invested may cause the Fund to lose money. Lending portfolio securities also involves the risk that the securities may not be returned on a timely basis, and the Fund may experience delays and costs in recovering the securities or gaining access to the collateral provided to the Fund to collateralize the loan. If the Fund is unable to recover a security on loan, the Fund may use the collateral to purchase replacement securities in the market. There is a risk that the value of the collateral could decrease below the cost of the replacement security by the time the replacement investment is made, resulting in a loss to the Fund. Securities lending may also result in the Fund being unable to vote shares in a proxy solicitation by the issuer of a loaned security and/or may cause the Fund to be ineligible to receive a distribution from the issuer of a loaned security. The Fund is not obligated to engage in securities lending, and may discontinue its securities lending activities at any time.
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Treasury Inflation-Protected Securities (U.S. TIPS) and Inflation-Linked Bonds Risk. The value of inflation-protected securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of inflation-protected securities. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of inflation-protected securities. If the Fund purchases inflation-protected securities in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.
Municipal Securities Risk. The risk of a municipal security generally depends on the financial and credit status of the issuer. Municipal securities can be significantly affected by political, regulatory or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders, including in connection with an issuers insolvency. Municipal securities have varying levels of sensitivity to changes in interest rates. Interest rate risk is generally lower for shorter-term municipal securities and higher for long term municipal securities.
Investment Grade Securities Risk. Investment grade fixed-income securities are assigned credit ratings by ratings agencies based on their assessment of the creditworthiness or risk of default of a bond issue. Ratings agencies review, from time to time, such assigned ratings of the securities and may subsequently downgrade the rating if economic circumstances affect the relevant bond issue. In addition, the credit ratings of fixed-income securities may be lowered if the financial condition of the party obligated to make payments with respect to such securities deteriorates. Credit ratings are general and are not absolute standards of quality.
High Yield Bond (Junk Bond) Risk. Fixed-income securities rated below Baa by Moodys and BBB by S&P or Fitch and unrated securities of similar credit quality are generally considered speculative in nature and are generally subject to greater risks with respect to the non-payment of interest and principal and greater market fluctuations than higher-rated fixed-income securities. Lower-rated fixed-income securities are usually issued by companies without long track records of sales and earnings, or by companies with questionable credit strength. These fixed-income securities are considered below investment grade. The retail secondary market for these junk bonds may be less liquid than that of higher-rated fixed-income securities, and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Funds NAV. These risks can reduce the value of the Funds shares and the income it earns. Lower-rated securities carry a greater risk of default than investment grade securities.
Senior Loans Risk. Investments in senior loans typically are below investment grade and are considered speculative because of the credit risk of their issuers. Such companies are more likely to default on their payments of interest and principal owed, and such defaults could reduce the Funds NAV and income distributions. An economic downturn generally leads to a higher nonpayment rate, and a senior loan may lose significant value before a default occurs. There is no assurance that the liquidation of the collateral would satisfy the claims of the borrowers obligations in the event of the non-payment of scheduled interest or principal, or that the collateral could be readily liquidated. Economic and other events (whether real or perceived) can reduce the demand for certain senior loans or senior loans generally, which may reduce market prices. Senior loans and other debt securities also are subject to the risk of price declines and to increases in prevailing interest rates, although floating-rate debt instruments such as senior loans in which the Fund may be expected to invest are substantially less exposed to this risk than fixed-rate debt instruments. No active trading market may exist for certain senior loans, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded senior loans. Longer interest rate reset periods generally increase fluctuations in value as a result of changes in market interest rates.
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Convertible Securities Risk. The Fund may buy securities convertible into common stock. Convertible bonds are fixed-income securities that may be converted at a stated price within a specified period of time into a certain quantity of the common stock of the same or a different issuer. Convertible bonds are senior to common stocks in an issuers capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also provides the investor the opportunity, through its conversion feature, to participate in the capital appreciation of the underlying common stock. Like other debt securities, the value of a convertible bond tends to vary inversely with the level of interest rates. However, to the extent that the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible bond will be increasingly influenced by its conversion value (the securitys worth, at market value, if converted into the underlying common stock). Although to a lesser extent than with fixed-income securities, the market value of convertible bonds 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 bonds tends to vary with fluctuations in the market value of the underlying common stock. A unique 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 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 Investing Risk. The Fund may invest in securities issued by foreign governments or foreign corporations, directly or indirectly through ETFs or derivative transactions (e.g., foreign currency futures). The Fund may also invest in foreign securities that trade on U.S. exchanges or indirectly (i.e. through ETFs or other investment companies) in foreign securities that trade on foreign exchanges. Foreign securities markets can be volatile and securities prices can change drastically. Foreign investments may be adversely affected by governmental actions such as capital or currency controls, nationalization of a company or industry, expropriation of assets or imposition of higher taxes. Investments in foreign securities involve risks resulting from differences in regulations to which U.S. and foreign markets are subject. These risks include differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights and greater transaction costs. The foregoing risks are more pronounced in investments in securities of issuers that are located in or have substantial operations in emerging market countries because such countries tend to develop sporadically and the securities may have lower trading volumes and less liquidity than developed markets.
Emerging Markets Risk. Investments in emerging markets involve all of the risks of foreign investments (see below), and also have additional risks. The markets of developing countries have been more volatile than the markets of developed countries with more mature economies. Many emerging markets companies in the early stages of development are dependent on a small number of products and lack substantial capital reserves. In addition, emerging markets often have less developed legal and financial systems. These markets often have provided significantly higher or lower rates of return than developed markets and usually carry higher risks to investors than securities of companies in developed countries.
Sovereign Debt Risk. These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entitys debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is limited legal recourse for collecting sovereign debt that a government does not pay.
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Mortgage-Backed Securities Risk. Mortgage-backed securities are subject to credit risk because underlying loan borrowers may default. Additionally, these securities are subject to prepayment risk because the underlying loans held by the issuers may be paid off prior to maturity, reducing overall returns. The value of these securities may go down as a result of changes in prepayment and/or default rates on the underlying mortgage loans. During periods of declining interest rates, prepayment rates usually increase and an investment may have to reinvest prepayment proceeds at lower interest rates. During periods of rising interest rates, prepayment rates usually decrease and investors in mortgage-backed securities may have less opportunity to reinvest prepayment proceeds at higher interest rates.
Collateralized Debt Obligations Risk. The risks of an investment in a collateralized debt obligation depend largely on the type of the collateral securities and the class of the debt obligation. Collateralized debt obligations are generally subject to credit, interest rate, valuation, liquidity, prepayment and extension risks. Prepayment risk refers to when borrowers pay off their debt obligations sooner than expected in times of declining interest rates, while extension risk refers to when borrowers pay off their debt obligations more slowly than expected in times of rising interest rates. These securities also are subject to risk of default on the underlying assets, particularly during periods of economic downturn.
Collateralized Mortgage Obligations Risk. Collateralized mortgage obligations exhibit similar risks to those of mortgage-backed securities but also present certain special risks. Collateralized mortgage obligations are created by dividing the principal and interest payments collected on a pool of mortgages into several revenue streams (tranches) with different priority rights to portions of the underlying mortgage payments. Collateralized mortgage obligation tranches may be specially structured in a manner that provides a variety of investment characteristics, such as yield, effective maturity and interest rate sensitivity. As market conditions change, however, particularly during periods of rapid or unanticipated changes in interest rates, the ability of a collateralized mortgage obligation tranche to provide the anticipated investment characteristics and performance may be significantly reduced. These changes may result in volatility in the market value, and in some instances reduced liquidity, of the collateralized mortgage obligation tranche.
Preferred Stock Risk. A preferred stock is a blend of the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and, unlike common stock, its participation in the issuers growth may be limited. Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend on a preferred stock may be set at a fixed annual rate, in some circumstances it can be changed or omitted by the issuer. Because preferred stocks represent an equity ownership interest in an issuer, their value will usually react more strongly than bonds and other debt instruments to actual or perceived changes in an issuers financial condition or prospects or to fluctuations in the equity markets.
Stock Index Futures Risk. The Fund may invest in stock index futures. A stock index assigns relative values to the common stocks included in the applicable index and fluctuates with the changes in the market value of those stocks. Stock index futures are contracts based on the future value of the basket of securities that comprise the underlying stock index. The contracts obligate the seller to deliver and the purchaser to take cash to settle the futures transaction or to enter into an obligation contract. No physical delivery of the securities underlying the index is made on settling the futures obligation. No monetary amount is paid or received by the Fund on the purchase or sale of a stock index future. At any time prior to the expiration of the future, the Fund may elect to close out its position by taking an opposite position, at which time a final determination of variation margin is made and additional cash is required to be paid by or released to the Fund. Any gain or loss is then realized by the Fund on the future for tax purposes. Although stock index futures by their terms call for settlement by the delivery of cash, in most cases the settlement obligation is fulfilled without such delivery by entering into an offsetting transaction. All futures transactions are affected through a clearing house associated with the exchange on which the contracts are traded.
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Money Market Mutual Funds. Although a money market fund seeks to maintain the value of an investment at $1.00 per share, there is no assurance that it will be able to do so, and it is possible to lose money by investing in a money market fund. The Fund will incur additional indirect expenses due to acquired fund fees and other costs to the extent it invests in shares of money market mutual funds.
ETF and Other Investment Company Risk. The Fund may invest in ETFs and other investment companies. Through its positions in ETFs and other investment companies, the Fund will be subject to the risks associated with such vehicles investments, including the possibility that the value of the securities or instruments held by an ETF or other investment company could decrease (or increase). Certain of the ETFs or other investment companies in which the Fund may invest may hold common portfolio positions, thereby reducing any diversification benefits. Investments in ETFs and other investment companies are also subject to additional risks, including:
Expenses. When the Fund invests in ETFs and other investment companies, your cost of investing in the Fund will generally be higher than the cost of investing directly in ETFs or other investment companies, since you will indirectly bear fees and expenses charged by the underlying ETFs and investment companies in which the Fund invests in addition to the Funds direct fees and expenses.
Fund of Funds Structure. The use of a fund of funds structure could affect the timing, amount, and character of the Funds distributions and therefore may increase the amount of your tax liability.
Market Value Risk. The market value of an ETFs shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Operational Risks. There can be no assurance that an active trading market will develop and be maintained for the shares of the ETFs in which the Fund invests. Further, market makers (other than lead market makers) have no obligation to make markets in an ETFs shares and may discontinue doing so at any time without notice. To the extent no market makers are willing to process creation and/or redemption orders for an ETF, shares of the ETF may trade like closed-end fund shares at a discount to NAV and the ETF may possibly face delisting. Trading in an ETFs shares may be halted because of market conditions or for reasons that, in the view of the exchange on which the ETF lists its shares, make trading in the ETFs shares inadvisable. In addition, trading in an ETFs shares is subject to trading halts caused by extraordinary market volatility pursuant to circuit breaker rules. During stressed market conditions, the liquidity of an ETFs shares may be less than the liquidity of the securities in the ETFs portfolio. Any of the foregoing would have an adverse effect on the value of the Funds investment in the ETFs shares.
Registration. Shareholders of ETFs that are registered under the Securities Act of 1933 but not the 1940 Act, such as certain ETFs that invest in commodities, do not have the protections of the 1940 Act.
Sampling Risk. Index-based ETFs may utilize a representative sampling approach to track their respective underlying indices. Index-based ETFs that utilize a representative sampling approach are subject to an increased risk of tracking error because the securities selected for the ETF in the aggregate may vary from the investment profile of the underlying index. Additionally, if using a representative sampling approach, an ETF will typically hold a smaller number of securities than the underlying index, and as a result, an adverse development to an ETF could result in a greater decline in NAV than would be the case if the ETF held all of the securities in the underlying index.
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Tracking Risk. Index-based ETFs may not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, ETFs may incur expenses not incurred by their applicable indices. Certain securities comprising these indices may, from time to time, temporarily be unavailable, which may further impede an ETFs ability to track its applicable indices or match its performance.
Derivatives Risk. The use of derivative instruments requires special skills and knowledge of investment techniques that are different than those normally required for purchasing and selling stocks. If the Adviser uses a derivative instrument at the wrong time or incorrectly identifies market conditions, or if the derivative instrument does not perform as expected, these strategies may significantly reduce the Funds return. Derivative instruments may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument. In addition, the cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return.
In addition, the Funds use of futures contracts creates leverage, which can magnify the Funds potential for gain or loss and therefore amplify the effect of market volatility on the Funds share price. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.
Rule 18f-4 under the 1940 Act regulates a funds use of derivative investments and certain financing transactions. Among other conditions, Rule 18f-4 requires certain funds that invest in derivative instruments beyond a specified limited amount (generally greater than 10% of a funds net assets) to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. To the extent a fund uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited amount (up to 10% of a funds net assets), if will not be subject to the full requirements of Rule 18f-4.
Futures Contract Risk. Transactions in derivative instruments (e.g., futures) involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge (if the derivative instrument is being used for hedging purposes); tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the amount invested in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions.
The successful use of futures contracts depends upon the Advisers skill and experience with respect to such instruments and are subject to special risk considerations, including:
● | imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract; |
● | possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; |
● | losses caused by unanticipated market movement, which are potentially unlimited; |
● | the Advisers inability to correctly predict the direction of securities prices, interest rates, currency exchange rates and other economic factors; |
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● | the possibility that a counterparty will default in the performance of its obligations; |
● | the possibility that the Fund may have insufficient cash and have to sell securities from its portfolio to meet the daily variation margin requirements at a time when it may be disadvantageous to do so; |
● | the possibility that a failure to close a position may result in delivery of an illiquid commodity to the Fund or that rapid selling to avoid delivery may result in unfavorable execution prices; and |
● | possible inefficiencies that are created by the need to roll contracts (i.e., sell out of a contract that is nearing delivery or settlement in favor of a contract with a delivery or settlement date that is further into the future). |
Leverage Risk. Futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. The NAV of the Fund when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.
Liquidity Risk. Liquidity risk is the risk that a particular investment cannot be sold at the advantageous time or price. For example, if a fixed-income security is downgraded or drops in price, the market demand for that security may be limited, making that security difficult to sell. Additionally, the market for certain securities may become illiquid under adverse market or economic conditions. A reduction in dealer market-making capacity in the fixed-income markets also has the potential to decrease liquidity for fixed-income securities as a general matter. A potential rise in interest rates may result in periods of volatility and increased redemptions. Increases in redemptions may require the Adviser to liquidate portfolio securities at disadvantageous prices and times, which could reduce the Funds returns. Also, investments in derivatives, non-U.S. investments, restricted securities, securities having small market capitalizations, and securities having substantial market and/or credit and counterparty risk tend to involve greater liquidity risk.
Political Risk. Changes in the political status of any country can have profound effects on the value of investments exposed to that country. Related risk factors are the regulatory environment within any country or industry and the sovereign health of the country. These risks can only be reduced by carefully monitoring the economic, political and regulatory atmosphere within countries and diversifying across countries.
CFTC Regulation Risk. To the extent the Fund makes investments regulated by the CFTC, the Fund intends to do so in accordance with Rule 4.5 under the CEA. The Adviser, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 and therefore, the Adviser is not subject to registration or regulation as a commodity pool operator under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Adviser may be required to modify the Funds investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Counterparty Credit Risk. The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. In these types of transactions, the counterparty represents the other party involved in a financial transaction with the Fund. The Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those related to ordinary portfolio securities transactions. These include the risk that the counterparty will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement without having to sell other Fund holdings for non-investment related reasons.
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Management Style Risk. The Advisers method of security selection may not be successful and the Fund may underperform relative to its benchmark index or other mutual funds that employ similar investment strategies. In addition, the Adviser may select investments that fail to perform as anticipated. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgments about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Maturity Risk. Maturity risk is another factor that can affect the value of the Funds fixed-income security holdings. In general, but not in all cases, the longer the maturity of a fixed-income security, the higher its yield and the greater its price sensitivity to changes in interest rates. Certain market conditions, such as inverted yield curves, may indicate that securities with longer maturities may result in lower yields. Conversely, the shorter the maturity, the lower the yield but the greater the price stability. The Fund will be subject to greater maturity risk to the extent it is invested in fixed-income securities with longer maturities. This risk may be heightened given the likelihood of increases in interest rates in the future.
Reinvestment Risk. As issuers pay interest or return capital to investors, there is no guarantee that investors will be able to reinvest these payments and receive rates equal to or better than their original investment. If interest rates fall, the rate of return available to reinvested money will also fall. For example, purchasers of a 30-year, 5% coupon bond can anticipate that they will receive a 5% return on their original capital, but unless they can reinvest all of the interest receipts at or above 5%, the total return over 30 years will be below 5%. The higher the coupon and prepayment risk, the higher the reinvestment risk. An investor who plans on spending (as opposed to reinvesting) the income generated by his portfolio is less likely to be concerned with reinvestment risk and more likely to be concerned with inflation and interest rate risk than is an investor who will be reinvesting all income.
In addition to the investment strategies and risks described above, the Fund may invest in other types of securities whose risks are described in the SAI.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investors financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
Portfolio Holdings and Disclosure Policy. A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings are available in the Funds SAI.
FUND MANAGEMENT
The Investment Adviser
Wavelength Capital Management, LLC (the Adviser), with a principal address of 21 Bridge Square, Westport, Connecticut 06880, serves as the investment adviser to the Fund. The Adviser was formed and commenced operations in March 2013 and has served as the investment adviser to the Fund since the Funds inception. Pursuant to the Advisory Agreement, the Adviser is responsible for providing the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser also provides investment advisory services to separate accounts.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.95% of its average daily net assets under the terms of the Advisory Agreement. The Adviser has contractually agreed under an expense limitation agreement (the Expense Limitation Agreement), until October 1, 2026, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing
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costs such as interest and dividend expenses on securities sold short, Acquired Fund Fees and Expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of average daily net assets. Management Fee reductions and expense reimbursements are subject to repayment by the Fund for a period of three years after the date that such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. It is expected that the Expense Limitation Agreement will continue from year-to-year provided such continuance is approved by the Board. The Expense Limitation Agreement may be terminated by the Adviser or Board, without approval by the other party, at the end of the then current term upon not less than 90 days notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Funds Advisory Agreement with the Adviser is terminated. As a result of the Expense Limitation Agreement, the Adviser reduced its management fee by $242,205 for the fiscal year ended May 31, 2025 for the Fund. The net aggregate Management Fee paid to the Adviser by the Fund for the fiscal year ended May 31, 2025 as a percentage of annual net assets was 0.61%.
A discussion of the factors considered by the Board in its approval of the Funds Advisory Agreement, including the Boards conclusions with respect thereto, is available in the Funds unaudited Financial Statements to shareholders for the six-month period ended November 30, 2024.
Portfolio Manager
The following individual has primary responsibility for day-to-day management of the Funds portfolio:
Andrew Dassori has been the Portfolio Manager of the Fund since its inception in September 2013. Mr. Dassori is also a Founding Partner of the Adviser and serves as the firms Chief Investment Officer and Managing Director. Prior to founding the Adviser, Mr. Dassori was a portfolio manager at Credit Suisse Asset Management, LLC based in New York, and was responsible for researching global macro investment strategies for the firms Alpha Strategies Group. He was selected to be part of Credit Suisses Global Citizens program through which he established the firms partnership with Equity Bank in Nairobi, Kenya. While at Equity Bank, he built technical and fundamentally-based trading models for local fixed-income and foreign-exchange markets, and served as the Banks representative in meetings with various economic and government institutions. Mr. Dassori started his career at State Street Global Advisors. He graduated with a BSc (Honours) in Economic History from the London School of Economics.
The SAI provides additional information about the Portfolio Managers compensation, other accounts managed and ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus, the Administrator or the Transfer Agent), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Funds administrator, transfer agent and fund accounting agent. Management and administrative services provided to the Fund by Ultimus include (i) providing office space, equipment and officers and clerical personnel to the Fund, (ii) obtaining valuations, calculating NAVs and performing other accounting, tax and financial services, (iii) recordkeeping, (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and other distributions, and (vi) administering custodial and other third party service provider contracts on behalf of the Fund.
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The Distributor
Ultimus Fund Distributors, LLC (the Distributor), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Funds principal underwriter and serves as the exclusive agent for the distribution of the Funds shares. The Distributor may sell the Funds shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
HOW THE FUND VALUES ITS SHARES
The NAV of the Fund is calculated as of the close of regular trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m., Eastern Time) on each day that the NYSE is open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Years 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. To calculate NAV, the Funds assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined based on available market quotations. The Funds equity securities are generally valued at market value from the primary market in which they are traded. The Fund normally uses independent pricing services to obtain such market quotations. The Funds fixed-income securities are generally valued using price evaluations provided by independent pricing services. If a fixed-income security price cannot be obtained from an independent pricing service, the Administrator is authorized to use a broker-dealer or other financial intermediary identified by the Adviser that is acting as a market marker in the security to value the fixed-income security. If market quotations are not available or are considered to be unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act. Trading in certain securities, such as corporate bonds, U.S. government securities and money market instruments, is substantially completed each day at various times prior to the close of the NYSE; the values of such securities used in determining the NAV of the Funds shares are computed as of such times. Occasionally, events affecting the value of such securities may occur between the times trading is completed and the close of the NYSE, which will not be reflected in the computation of the Funds NAV. If events materially affecting the value of such securities occur during such period, then these securities may be valued at their fair market value as determined in good faith under procedures adopted by the Board. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other registered investment companies that are not listed on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends, U.S. holidays, or other days when the U.S. markets are closed and when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
Your order to purchase or redeem shares is priced at the NAV per share next calculated after your order is received in proper form by the Fund. An order is considered to be in proper form if it includes all necessary information and documentation related to the purchase or redemption request and, if applicable, payment in full of the purchase amount.
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HOW TO BUY SHARES
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV per share next calculated after receipt of a purchase order in proper form. The Fund reserves the right to reject any purchase request and/or suspend its offering of shares at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. Certificates representing Fund shares are not issued.
Minimum Initial Investment
The minimum initial investment for regular accounts is $2,500. This minimum investment requirement may be waived or reduced for any reason at the discretion of the Fund.
Opening an Account
An account may be opened by mail or bank wire if it is submitted in proper form, as follows:
By Mail. To open a new account by mail:
● | Complete and sign the account application; |
● | Enclose a check payable to the Wavelength Fund; and |
● | Mail the application and the check to the Transfer Agent at the following address: |
Wavelength
Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Wavelength Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Shares will be issued at the NAV per share next computed after receipt of your application in proper form and check.
To ensure timely and accurate processing, purchase requests must be received in good order. A request is considered to be in good order when it includes:
● | The name of the Fund; |
● | The dollar amount (or number of shares) to be purchased; |
● | A completed and signed purchase application (for new accounts) or proper instructions for existing accounts; and |
● | A check payable to the Wavelength Fund or, if applicable, a properly authorized wire transfer. |
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Requests that do not contain all required information may be delayed or rejected. The Fund and its Transfer Agent reserve the right to determine whether a purchase request is in good order.
All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. Cash equivalents, for example, cash, cashiers checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and rollover checks), counter checks, starter checks, travelers checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will generally not be accepted. In addition, the Fund does not accept checks made payable to third parties. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
Automated Clearing House (ACH) cannot be used for initial purchase of Fund shares unless opening an account online.
ACH Purchase: Current shareholders may purchase additional shares via ACH. To have this option added to your account, please send a completed form/letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions. The Fund may alter, modify or terminate this purchase option at any time.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-866-896-9292 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when U.S. Bank, N.A., the Funds custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See Opening an Account – By Mail above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV per share next computed after receipt of your wire in proper form.
If your check or electronic payment does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges.
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Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order in proper form. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers, depending on the nature and terms of the financial intermediaries particular platform. Additionally, investors purchasing shares from a broker or other financial intermediary may be required to pay a commission in connection with such purchase. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. These organizations may be the shareholders of record of your shares. The Fund is not responsible for ensuring that these organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares. Such investors should consult with their financial intermediary regarding any commissions and other fees and expenses of the shares being purchased.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time in minimum amounts of $100, except for an IRA or UGMA/UTMA account, which must be in amounts of at least $50. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
● | By sending a check, made payable to the Wavelength Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246, or via overnight mail at Wavelength Fund c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
● | By wire to the account of the Fund as described under Opening an Account – By Wire. Shareholders are required to call the Transfer Agent at 1-866-896-9292 before wiring funds. |
● | Through your brokerage firm or other financial institution. |
By ACH purchase. To have this option added to your account, please send a letter to the Fund requesting this option and supply a voided check for the bank account information. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions.
Automatic Investment Plan (AIP)
Shareholders may make automatic periodic purchases from a designated U.S. bank account by ACH. AIP is available after an account is open; initial purchases must be made by mail or wire. With the shareholders authorization and bank approval, the Transfer Agent withdraws the amount specified and invests it in Fund shares at the NAV next determined after the order is received in good order and bank instructions are on file. A minimum of $[__] per draft applies. Shareholders may change or terminate the AIP at any time by notifying the Fund or its Transfer Agent. Only U.S. bank accounts at institutions that are ACH members may be used. The Transfer Agent may suspend, modify, or discontinue the AIP at any time. Returned ACH drafts may result in fees.
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Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Funds NAV.
Customer Identification and Verification
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 that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
● | Name; |
● | Date of birth (for individuals); |
● | Residential or business street address (although post office boxes are still permitted for mailing); and |
● | Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Funds inability to verify your identity.
Anti-Money Laundering Program
Customer identification and verification is part of the Funds overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.
Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Funds portfolio, increasing brokerage and
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administrative costs, and potentially diluting the value of the Funds shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder trading activity to ensure it complies with the Funds policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead the Fund uses a subjective approach that permits it to reject any purchase orders that it believes may be indicative of market timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Funds policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Boards opinion, should help reduce the risk of abusive trading in the Fund.
When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Funds shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firms program materials carefully to learn of any rules or fees that may apply.
Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, an annual IRA custodial fee ($25), statement retrieval fees ($25 per request) and fees for removal of excess contributions or Roth conversions or recharacterizations ($25 per transaction).
HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at the NAV per share next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
Redemption Requests in Good Order
A redemption request is considered to be in good order only if it includes all of the following:
● | The name of the Fund and the account number; |
● | The exact dollar amount or number of shares to be redeemed; |
● | The name(s) of the registered account owner(s), exactly as they appear on the account; |
● | Signature(s) of all registered account owner(s); |
● | Any required signature guarantee or medallion signature guarantee, if applicable; and |
● | Any documentation reasonably required by the Fund or its Transfer Agent to verify the identity or authority of the person(s) requesting the redemption. |
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Redemption requests that are incomplete, unclear, unsigned, or submitted without the required documentation or signature guarantees may be delayed or rejected. The Fund and its transfer agent are not responsible for processing delays or losses resulting from requests not received in good order.
By Mail. You may redeem shares by mailing a written request to Wavelength Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246, or via overnight mail at Wavelength Fund, c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Written requests must be in good order and state the shareholders name, the account number and the shares or dollar amount to be redeemed and be signed exactly as the shares are registered with the Fund.
Medallion Signature Guarantee Requirements. To protect shareholders and the Fund against potential fraud, a signature guarantee, specifically a Medallion Signature Guarantee may be required in certain circumstances. A Medallion Signature Guarantee is a stamped certification provided by an eligible guarantor institution to verify the authenticity of a signature and the authority of the individual signing on behalf of the account owner.
The Fund or its transfer agent may require a Medallion Signature Guarantee in the following situations:
● | The redemption amount exceeds $50,000; |
● | The proceeds are being mailed to an address or transferred to a bank account that was changed or added within the past 30 calendar days; |
● | The redemption proceeds are made payable to someone other than the registered account owner; |
● | The proceeds are directed to a financial institution account not held in the shareholders name; |
● | The account registration or ownership is being changed; |
● | Redemption instructions are submitted by mail with alternate delivery instructions or special processing; |
● | Any other situation where the Fund or its transfer agent reasonably determines that additional documentation or verification is warranted. |
Medallion Signature Guarantees must be obtained from eligible guarantor institutions that are members of a Medallion Signature Guarantee program recognized by the Securities Transfer Association (e.g., STAMP, SEMP, or MSP). These typically include commercial banks, savings associations, credit unions, and broker-dealers. Notarization is not an acceptable substitute for a Medallion Signature Guarantee.
Shareholders should contact the Funds transfer agent in advance of submitting any transaction requests if they are uncertain whether a Medallion Signature Guarantee is required. The Funds Transfer Agent reserves the right to reject any signature guarantee.
By Telephone. The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account. If you own an IRA, you will be asked whether or not the Fund should withhold federal income tax.
The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-866-896-9292. The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions. You may redeem shares up to $50,000.
During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its Transfer Agent will be held liable if you are unable to place your trade due to high call volume.
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The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s), the address, or banking instructions on the account has been changed within the previous _30 days. Neither the Fund, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any such loss. The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or recording telephone instructions.
If you own an IRA or other retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal income tax withheld, the redemption will be subject to withholding.
Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV per share next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive redemption orders on the Funds behalf. The Fund calculates its NAV as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time.) Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received, in proper form. These organizations may be authorized to designate other intermediaries to act in this capacity. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent. A redemption to a bank other than the bank of record requires a signature guarantee and any redemption to a bank other than the bank of record is transmitted by federal wire transfer.
Receiving Payment
The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
● | For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days; and |
● | For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 calendar days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 calendar days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
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Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholders activity causes the account balance to fall below the Funds minimum initial investment amount (the Minimum Account Balance). Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the Minimum Account Balance solely because of a decline in the Funds NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 calendar days to purchase additional shares to meet the Minimum Account Balance requirement.
Lost Shareholders, Inactive Accounts, and Unclaimed Property.
Certain states have unclaimed property laws that may require the Fund or its transfer agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder has not initiated any contact or transaction within a time period specified by applicable state law.
In some cases, this process is referred to as escheatment, and shareholders may be required to reclaim the assets from the applicable states unclaimed property office. Some states may also require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the cash value at the time of sale.
For retirement accounts, such escheatment may be treated as a taxable distribution, and federal and/or state income tax withholding may apply.
To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its transfer agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.
In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.
Systematic Withdrawal Plan
Shareholders may establish a Systematic Withdrawal Plan (SWP) to redeem shares from their account on a periodic basis. Withdrawals may be made in any amount and at any frequency selected by the shareholder, subject to the availability of shares in the account. Redemptions are priced at the NAV next determined after the request is received in good order. Shareholders may modify or terminate the SWP at any time by contacting the Transfer Agent, and the Transfer Agent may suspend or discontinue the SWP at any time. Withdrawals are redemptions of Fund shares and may be taxable. Over time, withdrawals may deplete the account.
Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Adviser believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Funds custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under
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extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Funds net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you may pay any applicable taxes and brokerage charges associated with selling the securities.
Other Fees
The Funds Transfer Agent may charge account maintenance or transaction fees including, but not limited to, fees for outbound wires ($15 per wire), IRA withdrawal fees (transfer or redemption) ($25 per withdrawal), and overnight delivery fees ($35 per overnight delivery).
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own advisors for advice about the particular federal, state, and local tax consequences of investing in the Fund.
The Fund expects to distribute substantially all of its net income to shareholders on a monthly basis and its net realized capital gains to shareholders at least annually. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. Although the Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions paid by the Fund, regardless of whether distributions are paid in cash or reinvested in additional shares of the Fund.
The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested in additional shares of the Fund, may be subject to federal, state, and local taxation, depending upon your tax situation. Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends-received deduction. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long you have held your Fund shares.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. If it meets certain minimum distribution requirements, a regulated investment company will not be subject to federal income tax on its taxable income and gains from investments that it timely distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
However, the Funds failure to qualify as a regulated investment company or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders. In order to qualify for taxation as a regulated investment company, the Fund must derive at least 90% of its gross income each taxable year from qualifying income and diversify its assets as described in more detail in the SAI. The
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Fund will monitor its investments with the objective of maintaining its qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code).
When you redeem Fund shares, you will generally realize a capital gain or loss if you hold the shares as capital assets. Except for investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs, and tax-exempt investors that do not borrow to purchase Fund shares, any gain realized on a redemption of Fund shares will be subject to federal income tax. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or 30 days after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their net investment income, including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or taxpayer identification number or fail to certify that such number is correct, or who have been notified by the Internal Revenue Service (IRS) that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Mutual fund companies are required to report cost basis information to the IRS on Form 1099-B for sales of mutual fund shares (Covered Shares). Under these regulations, mutual funds must select a default cost basis calculation method and apply that method to the sale of Covered Shares unless an alternate IRS approved method is specifically elected in writing by the shareholder. Average Cost, which is the mutual fund industry standard, has been selected as the Funds default cost basis calculation method. If a shareholder determines that an IRS approved cost basis calculation method other than the Funds default method of Average Cost is more appropriate, the shareholder must contact the Fund at the time of or in advance of the sale of Covered Shares that are to be subject to that alternate election. IRS regulations do not permit the change of a cost basis election on previously executed trades.
Shareholders that are not U.S. persons within the meaning of the Code should consult their tax advisors and, if holding shares through intermediaries, their intermediaries, concerning the application of U.S. tax rules and tax rules of other applicable jurisdictions to their investment in the Fund.
Because everyones tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
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FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds financial performance for the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years that ended May 31, 2025, May 31, 2024 and May 31, 2023, has been audited by the Funds Independent Registered Public Accounting firm, Cohen & Company, Ltd., whose report is included in the Funds audited financial statements to shareholders, which may be obtained at no charge by calling the Fund at 1-866-896-9292 or by visiting the Funds website at www.wavelengthfunds.com. The fiscal years prior to fiscal year 2023 were audited by the Funds prior independent registered public accounting firm.
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WAVELENGTH FUND - FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended May 31, 2025 |
Year Ended May 31, 2024 |
Year Ended May 31, 2023 |
Year Ended May 31, 2022 |
Year Ended May 31, 2021 | |||||||||||||||||
Net asset value at beginning of year | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | $ | 10.35 | |||||||||||
Income (loss) from investment operations: | |||||||||||||||||||||
Net investment income (a) | 0.42 | 0.45 | 0.41 | 0.19 | 0.11 | ||||||||||||||||
Net realized and unrealized gains (losses) on investments and futures contracts | 0.25 | (0.09 | ) | (0.63 | ) | (0.88) | 0.75 | ||||||||||||||
Total from investment operations | 0.67 | (0.54 | ) | (0.22 | ) | (0.69) | 0.86 | ||||||||||||||
Less distributions from: | |||||||||||||||||||||
Net investment income | (0.42 | ) | (0.44 | ) | (0.39 | ) | (0.16 | ) | (0.10 | ) | |||||||||||
Net realized gains | — | — | — | (0.16 | ) | (0.12 | ) | ||||||||||||||
Total distributions | (0.42 | ) | (0.44 | ) | (0.39 | ) | (0.32 | ) | (0.22 | ) | |||||||||||
Net asset value at end of year | $ | 9.72 | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | |||||||||||
Total return (b) | 7.15 | % | (5.95 | %) | (2.12 | %)(c) | (6.53 | %) | 8.39 | % | |||||||||||
Net assets at end of year (000s) | $ | 70,313 | $ | 68,813 | $ | 109,587 | $ | 159,985 | $ | 155,862 | |||||||||||
Ratios/supplementary data: | |||||||||||||||||||||
Ratio
of total expenses to average net assets (d) |
1.41 | % | 1.37 | % | 1.30 | % | 1.22 | % | 1.25 | % | |||||||||||
Ratio
of net expenses to average net assets (d)(e) |
0.99 | %(f) | 0.99 | %(f) | 0.99 | %(g) | 0.99 | % | 0.99 | % | |||||||||||
Ratio of net investment income to average net assets (a)(d)(e) | 4.26 | %(f) | 4.68 | %(f) | 3.88 | %(g) | 1.72 | % | 1.02 | % | |||||||||||
Portfolio turnover rate | 72 | % | 49 | % | 44 | % | 18 | % | 12 | % |
(a) | Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests. |
(b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser and/or Administrator had not reduced fees and/or reimbursed expenses. |
(c) | During the year ended May 31, 2023, the Adviser voluntarily refunded to the Fund all management fees paid in the amount of $289,118 for changes concerning the corporate ownership structure of the Adviser for the period from May 14, 2021 until August 12, 2021, which otherwise would have reduced the total return by 0.21%. |
(d) | The ratios of expenses and net investment income to average net assets do not reflect the Funds proportionate share of expenses of the underlying investment companies in which the Fund invests. |
(e) | Ratio was determined after management fee reductions and/or expense reimbursements and/or administrator waivers. |
(f) | Ratio excludes the voluntary waivers from Ultimus in the amount of $62,500 for the year ended May 31, 2025 and $75,000 for the year ended May 31, 2024. The net expenses and the net investment income to average net assets would have remained the same without the waiver since the Adviser would have reduced additional management fees. |
(g) | Ratio excludes the voluntary refund from the Adviser in the amount of $289,118, otherwise the net expenses and the net investment income to average net assets would have been 0.76% and 4.11%, respectively. |
37
CUSTOMER PRIVACY NOTICE
FACTS | WHAT DOES WAVELENGTH FUND (the Fund) DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
■ Social Security number
■ Assets
■ Retirement Assets
■ Transaction History
■ Checking Account Information
■ Purchase History
■ Account Balances
■ Account Transactions
■ Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons the Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does
the Fund share? |
Can
you limit this sharing? |
For
our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No |
For
our marketing purposes – to offer our products and services to you |
No | We dont share |
For joint marketing with other financial companies | No | We dont share |
For
our affiliates everyday business purposes – information about your transactions and experiences |
No | We dont share |
For
our affiliates everyday business purposes – information about your creditworthiness |
No | We dont share |
For nonaffiliates to market to you | No | We dont share |
Questions? | Call 1-866-896-9292 |
38
Who we are | |
Who is providing this notice? | Wavelength Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator) |
What we do | |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
|
How does the Fund collect my personal information? | We collect your personal information, for example, when you
■ Open an account
■ Provide account information
■ Give us your contact information
■ Make deposits or withdrawals from your account
■ Make a wire transfer
■ Tell us where to send the money
■ Tell us who receives the money
■ Show your government-issued ID
■ Show your drivers license
We also collect your personal information from other companies. |
Why cant I limit all sharing? | Federal law gives you the right to limit only
■ Sharing for affiliates everyday business purposes – information about your creditworthiness
■ Affiliates from using your information to market to you
■ Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
■ Wavelength Capital Management, LLC, the investment adviser to the Fund, could be deemed to be an affiliate. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies
■ The Fund does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
■ The Fund does not jointly market. |
39
FOR ADDITIONAL INFORMATION
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Funds investments is available in the Funds annual and semi-annual reports to shareholders and in Form N-CSR. In the Funds annual report, you will find a discussion of the market conditions and strategies that significantly affected the Funds performance during its last fiscal year. In Form N-CSR, you will find the Funds audited and unaudited financial statements.
To obtain a free copy of the SAI, the audited and unaudited Financial Statements or other information about the Fund, or to make inquiries about the Fund, please call toll-free:
1-866-896-9292
This Prospectus, the SAI and the most recent shareholder reports are also available without charge on the Funds website at https://www.wavelengthfunds.com/ or upon written request to the Fund at:
Wavelength
Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246
Via overnight mail at:
Wavelength Fund
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Only one copy of a Prospectus or an audited or unaudited Financial Statements will be sent to each household address. This process, known as Householding, is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may, of course, request an additional copy of a Prospectus or an audited or unaudited Financial Statements at any time by calling or writing the Fund or by downloading at www.wavelengthfunds.com. You may also request that Householding be eliminated from all your required mailings.
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of information on the SECs Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Investment Company Act File No. 811-22680
Statement of Additional Information
September 28, 2025
ADLER VALUE FUND
Institutional Class (ADLVX)
Series of
ULTIMUS MANAGERS TRUST
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
This Statement of Additional Information (SAI) should be read in conjunction with the Prospectus for the Adler Value Fund (the Fund) dated September 28, 2025, which may be supplemented from time to time (the Prospectus). This SAI is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Copies of the Prospectus may be obtained without charge, upon request, by writing to the Fund at c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246, via overnight mail at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246 or by calling toll-free 1-800-408-4682 or by visiting the Funds website at www.adlervaluefund.com.
TABLE OF CONTENTS
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 1 |
INVESTMENT RESTRICTIONS | 11 |
CALCULATION OF SHARE PRICE | 12 |
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 13 |
SPECIAL SHAREHOLDER SERVICES | 14 |
MANAGEMENT OF THE TRUST | 14 |
INVESTMENT ADVISER | 19 |
PORTFOLIO TRANSACTIONS | 21 |
THE DISTRIBUTOR | 22 |
OTHER SERVICE PROVIDERS | 22 |
GENERAL INFORMATION | 24 |
ADDITIONAL TAX INFORMATION | 29 |
FINANCIAL STATEMENTS | 35 |
APPENDIX A – TRUSTEES AND OFFICERS | 36 |
APPENDIX B – TRUST PROXY VOTING POLICIES AND PROCEDURES | 38 |
APPENDIX C – ADVISER PROXY VOTING POLICIES AND PROCEDURES | 40 |
STATEMENT OF ADDITIONAL INFORMATION
The Adler Value Fund (the Fund) is a non-diversified series of Ultimus Managers Trust (the Trust), an open-end management investment company. The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. The Fund currently offers one class of shares, Institutional Class shares. The Funds investments are managed by Adler Asset Management, LLC (the Adviser). For further information on the Fund, please call 1-800-408-4682 or visit the Funds website at www.adlervaluefund.com.
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
Information contained in this SAI expands upon information contained in the Prospectus. All investments in securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Funds investment programs will be successful. Investors should carefully review the descriptions of the Funds investments and associated risks described in the Prospectus and this SAI. No investment in shares of the Fund should be made without first reading the Prospectus. Unless otherwise indicated, percentage limitations, if any, apply at the time of purchase of the applicable securities.
General Investment Risks. Prices of securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all securities, which could also result in losses to the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of all types of securities, including securities held by the Fund, can decline.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could increase volatility and exacerbate market risk, and could result in trading halts, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, terrorism, military action and epidemics, pandemics or other public health issues. Any of the foregoing market events can adversely affect the economies of one or more countries or the entire global economy, certain industries or individual issuers, and capital and security markets in ways that cannot necessarily be foreseen or quickly addressed.
As shown with the novel coronavirus disease (COVID-19), market events (including public health crises and concerns) can have a profound economic and business effect that results in cancellations and disruptions to supply chains and customer activity, disruption and displacement of one or more sectors or industries, closing of borders and imposition of travel restrictions and quarantines, general public concern and uncertainty and, in extreme cases, exchange trading halts due to rapidly falling prices. Additionally, the impact of COVID-19 has caused significant volatility and declines in global financial markets, including the U.S. financial markets. Further, COVID-19 has led to production cutbacks for many companies and coupled with changes in consumer spending fueled by government stimulus, created a supply/demand imbalance and resulted in higher prices and inflation, the result of which can affect a companys financial condition and ability to manufacture and sell its products. Likewise, the Russian invasion of Ukraine in early 2022 has caused increased volatility in various financial markets. The conflict has resulted in economic sanctions against Russia from both government entities and corporations and banking entities. The extent of the effects this will have throughout the world is impossible to predict, but this military action has already resulted in supply chain disruptions and increased trading costs.
1
Market events such as these and other types of market events may cause significant declines in the values and liquidity of many securities and other instruments, and significant disruptions to global business activity and financial markets. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers both domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Diversification. The Fund is non-diversified. A non-diversified fund is a fund that does not satisfy the definition of a diversified company set forth in the Investment Company Act of 1940 (the 1940 Act). A diversified company means that as to 75% of the Funds total assets (1) no more than 5% may be invested in the securities of a single issuer, and (2) the Fund may not hold more than 10% of the outstanding voting securities of a single issuer. As a result of being a non-diversified fund, the Fund may invest a greater percentage of its assets in a particular issuer and hold securities in only a few issuers.
Since the Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the Code), the Fund will seek to limit its investment, excluding cash, cash items (including receivables), United States (U.S.) government securities and securities of other regulated investment companies, so that at the close of each quarter of the taxable year, (1) not more than 25% of the Funds total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of the Funds total assets will be invested in the securities of a single issuer nor represent more than 10% of the issuers outstanding voting securities.
Because the Fund may invest a great percentage of its assets in the securities of fewer issuers, the Fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities.
Equity Securities. The equity portion of the Funds portfolio will generally be comprised of domestic and foreign issuers, including common stocks, depositary receipts evidencing ownership in foreign common stocks, preferred stocks, securities convertible into common stocks and securities that carry the right to buy common stocks, traded on domestic or foreign securities exchanges or over-the counter (OTC) markets. The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
Common Stock. The Fund may purchase common stock. Prices of common stock may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose stock the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all stocks, which may also result in losses for the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of common stocks, including common stocks held by the Fund, will likely decline.
Preferred Stock. The Fund may invest in preferred stock. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuers earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock
2
on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Preferred stocks may include the obligation to pay a stated dividend. The price of preferred stocks could depend more on the size of the dividend than on the companys performance. If a company fails to pay the dividend, its preferred stock is likely to drop in price. Changes in interest rates can also affect the price of preferred stock. Like common stocks, the value of preferred stock may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and industry-specific changes. Also, regardless of any one companys particular prospectus, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses.
Convertible Securities. In addition to common stocks and preferred stocks, the Fund may invest in securities convertible into common stock such as convertible bonds, convertible preferred stocks, and warrants. Convertible bonds are fixed-income securities that may be converted at a stated price within a specified period into a certain quantity of the common stock of the same or a different issuer. Convertible bonds are senior to common stocks in an issuers capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also provides the investor the opportunity, through its conversion feature, to participate in the capital appreciation of the underlying common stock. Like other debt securities, the value of a convertible bond tends to vary inversely with the level of interest rates. However, to the extent that the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible bond will be increasingly influenced by its conversion value (the securitys worth, at market value, if converted into the underlying common stock). Although to a lesser extent than with fixed-income securities, the market value of convertible bonds 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 bonds tends to vary with fluctuations in the market value of the underlying common stock. A unique 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 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.
Warrants and Rights. The Fund may purchase warrants and rights, or it may acquire ownership of such investments by virtue of its ownership of common stocks. Warrants are essentially options to purchase equity securities at specific prices and are valid for a specific period of time. Rights are similar to warrants but generally have a short duration and are distributed directly by the issuer to its shareholders. The holders of warrants and rights have no voting rights, and receive no dividends, with respect to the equity interests underlying warrants or rights, and will have no rights with respect to the assets of the issuer, until the warrant or right is exercised. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for resale, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant or right can be prudently exercised (in which event the warrant or right may expire without being exercised, resulting in a loss of the Funds entire investment therein).
Foreign Securities. The Fund may invest in securities issued by foreign governments or foreign corporations, directly or indirectly through exchange traded funds (ETFs) or derivative transactions (e.g., foreign currency futures). The Fund may also invest in securities of foreign issuers that trade directly on U.S. and foreign stock exchanges or in the form of American Depositary Receipts (ADRs).
ADRs are receipts that evidence ownership of underlying securities issued by a foreign issuer. ADRs are generally issued by a U.S. bank or trust company to U.S. buyers as a substitute for direct ownership of a
3
foreign security and are traded on U.S. exchanges. ADRs, in registered form, are designed for use in the U.S. securities markets. ADRs may be purchased through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. The depositary of an unsponsored ADR is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights with respect to the deposited security. Investments in ADRs are subject to risks similar to those associated with direct investments in foreign securities. The Fund intends to invest primarily in foreign securities that are listed on U.S. stock exchanges.
Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. The performance of foreign markets does not necessarily track U.S. markets. Foreign investments may be affected favorably or unfavorably by changes in currency rates, exchange control regulations, and capital controls. There may be less publicly available information about a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards, and requirements comparable to those applicable to U.S. companies. Foreign securities may trade with less frequency and volume than domestic securities and, therefore, may exhibit less liquidity and greater price volatility than securities of U.S. companies. There may be less governmental supervision of securities markets, brokers and issuers of securities than in the U.S. Changes in foreign exchange rates will affect the value of those securities, which are denominated or quoted in currencies other than the U.S. dollar. Therefore, to the extent the Fund invests in a foreign security, which is denominated or quoted in a currency other than the U.S. dollar, there is a risk that the value of such security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency. Additional costs associated with an investment in foreign securities may include higher custodial fees than those applicable to domestic custodial arrangements, generally higher commission rates on foreign portfolio transactions, and transaction costs of foreign currency conversions. Investments in foreign securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, restrictions on foreign investment and repatriation of capital, imposition of withholding taxes on dividend or interest payments, currency blockage (which would prevent cash from being brought back to the U.S.), limits on proxy voting and difficulty in enforcing legal rights outside the U.S. Currency exchange rates and regulations may cause fluctuation in the value of foreign securities. In addition, foreign securities and dividends and interest payable on those securities, may be subject to foreign taxes, including taxes withheld from payments on those securities.
Options. The Fund may purchase and write, or sell, put and call options on securities. The Fund may buy and sell options for a number of purposes, including hedging, investment or speculative purposes. For example, it may do so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline, or to establish a position in the securities market as a substitute for purchasing individual securities. Buying puts and writing covered calls may be used to hedge the Funds portfolio against price fluctuations. Buying call options tends to increase the Funds exposure to the securities market. The Fund may write a call or put option only if the option is covered by the Funds holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Funds obligation as writer of the option. The purchase and writing of options involves certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. Also, where a put or call option on a
4
particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options market, the Fund may be unable to close out a position.
Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, both open-end and closed-end, including, without limitation, money market funds and ETFs. Generally, under Section 12(d)(1) of the 1940 Act, a fund may not acquire shares of another investment company if, immediately after such acquisition, (i) a fund would hold more than 3% of the other investment companys total outstanding shares, (ii) a funds investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a funds total assets would be invested in investment companies. Under certain conditions, a fund may invest in registered and unregistered money market funds in excess of these limitations. The Fund may rely upon any applicable statutory or regulatory exemption in investing in other investment companies. The Fund generally expects to rely on Rule 12d1-1 under the 1940 Act when purchasing shares of a money market fund. Under Rule 12d1-1, the Fund may generally invest without limitation in money market funds as long as the Fund pays no sales charge (sales charge), as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, charged in connection with the purchase, sale, or redemption of securities issued by the money market fund (service fee); or the Adviser waives its management fee in an amount necessary to offset any sales charge or service fee. The Fund generally expects to rely on Section 12(d)(1)(F) of the 1940 Act when purchasing shares of other investment companies that are not money market funds. Under Section 12(d)(1)(F), the Fund may generally acquire shares of another investment company unless, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the investment companys total outstanding stock (the 3% Limitation). To the extent the 3% Limitation applies to an investment the Fund wishes to make, the Fund may be prevented from allocating its investments in the manner that the Adviser considers optimal. Also, under the 1940 Act, to the extent that the Fund relies upon Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by it in the same proportion as the vote of all other holders of the securities. In the event that there is a vote of investment company shares held by the Fund in reliance on Section 12(d)(1)(F), the Fund intends to vote such shares in the same proportion as the vote of all other holders of such securities. Investments in other investment companies subjects the Fund to additional operating and management fees and expenses. For example, the Funds investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Funds direct fees and expenses.
Rule 12d1-4 under the 1940 Act (Rule 12d1-4) allows funds to invest in other investment companies in excess of certain of the limitations discussed above, subject to certain limitations and conditions. An acquiring fund relying on Rule 12d-4 generally must enter into a fund of funds investment agreement with the acquired fund. Rule 12d1-4 outlines the requirements for fund of funds agreements and specifies certain reporting responsibilities of the acquiring funds adviser. The Fund expects to rely on Rule 12d1-4 to the extent the Adviser deems such reliance necessary or appropriate.
Exchange Traded Funds (ETFs). The Fund may invest in shares of ETFs. An ETF is typically an investment company registered under the 1940 Act that holds a portfolio of common stocks designed to track the performance of a particular index or market sector. Alternatively, ETFs may be actively managed pursuant to a particular investment strategy, similar to other non-index based investment companies. ETFs are traded on a securities exchange based on their market value. In addition, ETFs sell and redeem their shares at net asset value (NAV) in large blocks (typically 50,000 of its shares) called creation units. Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be
5
purchased and sold in the secondary market like ordinary stocks in lots of any size at any time during the trading day.
An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded), including the risk that the general level of securities prices, or that the prices of securities within a particular sector, may increase or decrease, thereby affecting the value of the shares of an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional registered investment companies: (1) the market price of the ETFs shares may trade at a discount to the ETFs NAV; (2) an active trading market for an ETFs shares may not develop or be maintained; (3) trading of an ETFs shares may be halted if the listing exchange deems such action appropriate; (4) ETF shares may be delisted from the exchange on which they trade; and (5) activation of circuit breakers by the exchange (which are tied to large decreases in stock prices) may halt trading of the ETFs shares temporarily. ETFs are also subject to the risks of the underlying securities or sectors that the ETF is designed to track.
Because ETFs bear various fees and expenses, the Fund will pay a proportionate share of these expenses, as well as transaction costs, such as brokerage commissions. As with traditional investment companies, ETFs charge asset-based fees, although these fees tend to be relatively low as compared to other types of investment companies. ETFs do not charge initial sales loads or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
As discussed above under the section entitled Investment Companies, the Fund is subject to certain limits on investments in other investment companies, including ETFs, but may exceed those limits in certain circumstances, including in reliance on Rule 12d1-4.
While the creation and redemption of creation units helps an ETF maintain a market value close to NAV, the market value of an ETFs shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the ETFs underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Money Market Instruments. The Fund may invest in money market instruments, which may include, without limitation, U.S. Government Obligations or certain types of corporate debt obligations (including those subject to repurchase agreements) as described herein. Money market instruments also may include Bankers Acceptances, Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, Variable Amount Demand Master Notes (Master Notes) and shares of money market investment companies. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act.
Bankers Acceptances are time drafts drawn on and accepted by a bank, which are the customary means of effecting payment for merchandise sold in import-export transactions and are a source of financing used extensively in international trade. When a bank accepts such a time draft, it assumes liability for its payment. When the Fund acquires a Bankers Acceptance, the bank which accepted the time draft is liable for payment of interest and principal when due. The Bankers Acceptance, therefore, carries the full faith and credit of such bank.
A Certificate of Deposit (CD) is an unsecured, interest bearing debt obligation of a bank.
Commercial Paper is an unsecured, short-term debt obligation of a bank, corporation, or other borrower. Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. The Fund will invest in Commercial Paper only if it is rated in the
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highest rating category by any nationally recognized statistical rating organization (NRSRO) or, if not rated, if the issuer has an outstanding unsecured debt issue rated in the three highest categories by any NRSRO or, if not so rated, is of equivalent quality in the Advisers assessment. Commercial Paper may include Master Notes of the same quality.
Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master Notes will be acquired by the Fund only through the Master Note program of the Funds custodian bank, acting as administrator thereof. The Adviser will monitor, on a continuous basis, the earnings power, cash flow, and other liquidity ratios of the issuer of a Master Note held by the Fund.
Debt Securities. The Fund may invest in corporate debt securities and U.S. Government Obligations. Corporate securities include, but are not limited to, debt obligations offered by public or private corporations either registered or unregistered. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. A debt instruments credit quality depends on the issuers ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the securitys issuer will default. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security. In the case of corporate debt, the Fund will normally purchase investment grade securities, meaning securities rated BBB or better by Standard & Poors or any comparable rating by another NRSRO or, if unrated, as determined by the Adviser to be of comparable quality.
U.S. Government Obligations. The Fund may invest in U.S. Government Obligations. U.S. Government Obligations include securities which are issued or guaranteed by the U.S. Department of the Treasury (U.S. Treasury), by various agencies of the U.S. government, and by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government. U.S. Treasury obligations include Treasury Bills, Treasury Notes, and Treasury Bonds. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.
Agencies and instrumentalities established by the U.S. government include the Federal Home Loan Banks, the Federal Land Bank, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Small Business Administration, the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation, the Financing Corporation of America and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. government while others are supported only by the credit of the agency or instrumentality, which may include the right of the issuer to borrow from the U.S. Treasury. In the case of U.S. Government Obligations not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. government itself in the event the agency or instrumentality does not meet its commitment. U.S. Government Obligations are subject to price fluctuations based upon changes in the level of interest rates, which will generally result in all those securities changing in price in the same way, i.e., all those securities experiencing appreciation when interest rates decline and depreciation when interest rates rise. Any guarantee of the U.S. government will not extend to the yield or value of the Funds shares.
Repurchase Agreements. The Fund may invest, directly or indirectly, in repurchase agreements. A repurchase agreement transaction occurs when an investor (e.g., the Fund) purchases a security (normally a U.S. government security) from a counterparty with the understanding that the investor will later resell the security to the same counterparty (normally a member bank of the Federal Reserve System (the Federal
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Reserve) or a registered government securities dealer). The Funds initial purchase is essentially a loan to the counterparty that is collateralized by the security (and/or securities substituted for them under the repurchase agreement). The Fund must return the security to the counterparty when the counterparty repurchases it at a later date and higher price. The repurchase price exceeds the purchase price by an amount that reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one to seven days of the purchase. Repurchase agreements are considered loans under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations. The Adviser will consider the creditworthiness of the counterparty. If the counterparty fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Funds risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral. The Fund will not enter into any repurchase agreement that would cause more than 15% of its net assets to be invested in repurchase agreements that extend beyond seven days.
Illiquid Investments. The Fund may not purchase or otherwise acquire any illiquid investment if, immediately after the acquisition, the value of illiquid investments held by the Fund would exceed 15% of the Funds net assets. An illiquid investment is any investment 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 investment. Illiquid investments pose risks of potential delays in resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio investments and the Fund may be unable to dispose of illiquid investments promptly or at reasonable prices. Under the supervision of the Trusts Board of Trustees (the Board), the Adviser determines the liquidity of the Funds investments and, through reports from the Adviser, the Trustees monitor investments in illiquid investments. If through a change in values, net assets, or other circumstances, the Fund was in a position where more than 15% of its net assets were invested in illiquid investments, it would seek to take appropriate steps to bring the Funds illiquid investments to or below 15% of its net assets per the requirements of Rule 22e-4 of the 1940 Act. The sale of some illiquid and other types of investments may be subject to legal restrictions.
If the Fund invests in investments for which there is no ready market, the Fund may not be able to readily sell such investments. Such investments are unlike investments that are traded in the open market, and which can be expected to be sold immediately if the market is adequate. The sale price of illiquid investments once realized may be lower or higher than the Advisers most recent estimate of their fair market value. Generally, less public information is available about issuers of such illiquid investments than about companies whose investments are publicly traded.
Restricted Securities. Within its limitation on investment in illiquid investments, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement. If during such a period adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Restricted securities are generally considered to be illiquid unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called 4(a)(2) commercial paper or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (144A Securities). Investing in 144A Securities may decrease the liquidity of the
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Funds portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
Borrowing Money. The Fund does not intend to borrow money for the purpose of purchasing securities, but may, subject to the restrictions of the 1940 Act, borrow up to 33 ⅓% of its total assets, including the amount of such borrowing, to maintain necessary liquidity to make payments for redemptions of Fund shares or for temporary emergency purposes. Borrowing involves the creation of a liability that requires the Fund to pay interest. In the event the Fund should ever borrow money under these conditions, such borrowing could increase the Funds costs and thus reduce the value of the Funds assets. In an extreme case, if the Funds current investment income were not sufficient to meet the interest expense of borrowing, it could be necessary for the Fund to liquidate certain of its investments at an inappropriate time.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33⅓% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities that the Adviser has determined are creditworthy under guidelines established by the Board. In determining whether the Fund will lend securities, the Adviser will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Adviser. Each loan of securities will be collateralized by cash, securities, or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund collateral in the form of cash or cash equivalents, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower at any time. The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially. If the Fund invests the cash collateral from the borrower, there is the risk that such investment may result in a financial loss. In such an event, the Fund would be required to repay the borrower out of the Funds assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser normally intends to call the loaned securities to vote proxies, or to use other practicable and legally enforceable means to obtain voting rights, when the Adviser believes a material event affecting the loaned securities will occur or the Adviser otherwise believes it necessary to vote.
The Fund did not engage in the lending of portfolio securities during the past fiscal year.
Economic and Regulatory Risks. Domestic and foreign governments and agencies thereof often adopt an active approach to managing economic conditions within a nation, which may have material effects on the securities markets within the nation. A government may pursue supportive policies that include, but are not limited to, lowering corporate and personal tax rates and launching simulative government spending programs designed to improve the national economy or sectors thereof. Agencies of a government, including central banks, may pursue supporting policies that include, but are not limited to, setting lower interest rate targets and buying and selling securities in the public markets. Governments and agencies thereof may also attempt to slow economic growth if the pace of economic growth is perceived to be too great and pose a long-
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term risk to the economy or a sector thereof. In each instance, the actions taken may be less successful than anticipated or may have unintended adverse consequences. Such a failure or investor perception that such efforts or support are failing could negatively affect securities markets generally, as well as result in higher interest rates, increased market volatility and reduce the value and liquidity of certain securities, including securities held by the Fund.
In addition, governments and agencies thereof may enact additional regulation or engage in deregulation that negatively impacts the general securities markets or a sector thereof. Given the potential broad scope and sweeping nature of some regulatory actions, the potential impact a regulatory action may have on securities held by the Fund may be difficult to determine and may not be fully known for an extended period of time. Accordingly, regulatory actions could adversely affect the Fund.
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, as well as certain foreign governments and central banks, took steps to support financial markets, including seeking to maintain interest rates at or near historically low levels and by purchasing large quantities of fixed income securities on the open market, such as securities issued or guaranteed by the U.S. government, its agencies or instrumentalities (Quantitative Easing). Similar steps took place again in 2020 and 2021 in an effort to support the economy during the COVID-19 pandemic. Beginning in March 2022, the Federal Reserve began increasing interest rates. It is difficult to accurately predict the pace at which the Federal Reserve will increase interest rates further or begin to decrease interest rates, or the timing, frequency or magnitude of any such increases or decreases. Any future increases or decreases in interest rates may cause volatility in fixed-income and related markets. This in turn could cause sudden and significant volatility in certain of the Funds investments and the Funds share price.
Cybersecurity Risk. The Fund and its service providers may be subject to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Fund to lose or compromise confidential, proprietary or private personal information, suffer data corruption or lose operational capacity. Breaches in cybersecurity include, among other things, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential, proprietary or private personal information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Funds investment adviser, distributor, custodian, transfer agent, or other third-party service providers may adversely impact the Fund and its shareholders. For instance, a successful cybersecurity breach may interfere with the processing of shareholder transactions, impact the Funds ability to calculate its NAV, cause the release of confidential, proprietary or private personal shareholder information, impede trading, subject the Fund to regulatory fines or financial losses, and/or cause reputational damage. The Fund relies on third-party service providers for many of the day-to-day operations, and is therefore subject to the risk that the protections and protocols implemented by those service providers will be ineffective in protecting the Fund from cybersecurity breaches. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Funds investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
Temporary Defensive Positions. The Fund may from time to time take temporary defensive positions that are inconsistent with its principal investment strategies. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
Operational Risk. An investment in the Fund involves operational risk arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and
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technology, changes in personnel and errors caused by third-party service providers. Any of these failures or errors could result in a loss or compromise of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there is no guarantee that the Fund will not suffer losses due to operational risk.
Portfolio Turnover. The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Funds purchases or sales of portfolio securities for the year by the monthly average value of the securities. The Funds portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to the Fund, including brokerage commissions, and may result in additional tax consequences to the Funds shareholders. Portfolio turnover will not be a factor in making buy and sell decisions for the Fund.
The table below provides the portfolio turnover rate for the Fund for the following fiscal year:
Fiscal Year Ended May 31, | Portfolio Turnover Rate |
2025 | 22% |
2024 | 31% |
INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment limitations that may not be changed without the affirmative vote of a majority of the outstanding shares of the Fund. As used in the Prospectus and this SAI, the term majority of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding voting securities of the Fund. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities. See the Prospectus for more information about the Funds investment objective and investment strategies, each of which are not fundamental and may be changed without shareholder approval.
FUNDAMENTAL RESTRICTIONS. As a matter of fundamental policy:
1. Borrowing Money. The Fund will not borrow money except as permitted under the 1940 Act. For example, subject to the restrictions of the 1940 Act the Fund may borrow money from banks to meet redemption requests or for extraordinary or emergency purposes.
2. Senior Securities. The Fund will not issue senior securities, except as permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.
3. Underwriting. The Fund will not act as underwriter, except to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws or in connection with investments in other investment companies.
4. Real Estate. The Fund will not directly purchase or sell real estate. This limitation is not applicable to investments in marketable securities which are secured by or represent interests in real estate. This limitation does not preclude the Fund from holding or selling real estate acquired as a result of the Funds ownership of securities or other instruments, investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).
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5. Commodities. The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options, forward contracts, or futures contracts, including those relating to indices, or options on futures contracts or indices, or from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, provided that the Fund may lend its portfolio securities in an amount up to 33% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government Obligations, short-term commercial paper, certificates of deposit, bankers acceptances, repurchase agreements and any other lending arrangement permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff shall not be deemed to be the making of a loan. For purposes of this limitation, the term loans shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities.
7. Concentration. The Fund will not invest more than 25% of its total assets in a particular industry. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government (including its agencies and instrumentalities) or state or municipal governments and their political subdivisions (other than revenue bonds issued in connection with an identifiable industry; e.g., healthcare or education) or repurchase agreements with respect thereto, or investments in registered investment companies.
With respect to the fundamental investment restrictions above, if a percentage limitation or standard is adhered to at the time of investment, a later increase or decrease in percentage or departure from the standard resulting from any change in value or net assets or other factors will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase); provided, however, that the treatment of the fundamental restrictions related to borrowing money and issuing senior securities are exceptions to this general rule and are monitored on an ongoing basis.
Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities. Rule 18f-4 under the 1940 Act permits a fund to enter into derivatives transactions, notwithstanding prohibitions on the issuance of senior securities under Section 18 of the 1940 Act, provided the fund complies with the Rules conditions. In accordance with Rule 18f-4, a fund may enter into reverse repurchase and similar financing transactions if it either (1) complies with the asset coverage requirements of Section 18 of the 1940 Act or (2) treat such transactions as derivative transactions under Rule 18f-4.
The 1940 Act permits the Fund to borrow money from banks in an amount up to one-third of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities then outstanding).
CALCULATION OF SHARE PRICE
The share price or NAV of shares of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (the NYSE) on each day the NYSE is open for trading. Currently, the NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Years 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.
For purposes of computing the Funds NAV, securities are valued at market value as of the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time) on each business day the NYSE is open.
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Securities listed on the NYSE or other exchanges are valued based on their last sale prices on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the mean of the closing bid and ask prices on the NYSE or other primary exchange for that day. National Association of Securities Dealers Automated Quotations (NASDAQ) listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the mean of the most recently quoted bid and ask prices as reported by NASDAQ. Securities traded in the OTC market are valued at the last sale price, if available, otherwise at the mean of the most recently quoted bid and ask prices.
In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined in good faith in accordance with procedures adopted by the Board. Fixed-income securities are normally valued based on prices obtained from independent third-party pricing services, which are generally determined with consideration given to institutional bid and last sale prices and take into account security prices, yield, maturity, call features, ratings, institutional sized trading in similar groups of securities and developments related to specific securities. Foreign securities are normally valued on the basis of fair valuation prices obtained from independent third-party pricing services, which are generally determined with consideration given to any change in price of the foreign security and any other developments related to the foreign security since the last sale price on the exchange on which such foreign security primarily traded and the close of regular trading on the NYSE. Information provided by one or more pricing services may be utilized in determining the fair value of securities held by the Fund. To the extent the assets of the Fund are invested in other open-end investment companies that are registered under the 1940 Act and not traded on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Fund are offered for sale on a continuous basis. Shares are sold and redeemed at their NAV, as next determined after receipt of the purchase or redemption order in proper form.
The Fund may suspend the right of redemption or postpone the date of payment for shares during a period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted these suspensions; or (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its assets.
The Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of its shareholders. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein the Fund has committed to pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Funds net assets at the beginning of such period unless the shareholder consents to receiving the entire distribution in kind. A redemption in kind will consist of liquid securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings that are readily marketable securities to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities paid as redemption proceeds. In
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addition, when you sell these securities, you bear the risk that the securities have become less liquid and are difficult to sell. You also will be responsible for any taxes and brokerage charges associated with selling the securities.
SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions to and withdrawals from their account as often as they wish. When an investor makes an initial investment in the Fund, a shareholder account is opened in accordance with the investors registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or a redemption, the shareholder will receive a confirmation statement showing the current transaction.
Automatic Investment Plan. The automatic investment plan enables investors to make regular periodic investments in shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Funds transfer agent will automatically charge the checking account for the amount specified which will be automatically invested in shares at the NAV on or about the fifteenth and/or the last business day of the month, or both. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Fund.
Transfer of Registration. To transfer shares to another owner, send a written request to Adler Value Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or via overnight mail at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio, 45246. Your request should include the following: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) if it is for a new account, a completed account application, or if it is an existing account, the account number; (iv) Medallion signature guarantees (See the heading How to Redeem Shares – Signature Guarantees in the Prospectus); and (v) any additional documents that are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Fund.
MANAGEMENT OF THE TRUST
Overall responsibility for management and supervision of the Fund and the Trust rests with the Board. The members of the Board (the Trustees) are elected by the Trusts shareholders or the existing members of the Board as permitted under the 1940 Act and the Trusts Agreement and Declaration of Trust (the Declaration of Trust). Each Trustee serves for a term of indefinite duration until death, resignation, retirement or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trusts day-to-day operations. The officers are elected annually. Certain officers of the Trust also may serve as Trustees.
The Trust will be managed by the Board in accordance with the laws of the State of Ohio governing business trusts. There are currently five Trustees, all of whom are not interested persons, as defined by the 1940 Act, of the Trust (the Independent Trustees). The Independent Trustees receive compensation for their services as Trustees and attendance at meetings of the Board. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices.
Included in Appendix A is a table that sets forth the Trustees and executive officers of the Trust, their year of birth and address, their present position with the Trust, length of time served in their position, their principal occupation(s) during the past five years, and any other directorships held by the Trustees. Those
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Trustees who are interested persons as defined in the 1940 Act and those Trustees who are Independent Trustees are identified in the table.
Leadership Structure and Qualifications of Trustees. As noted above, the Board consists of five Trustees, all of whom are Independent Trustees. The Board is responsible for the oversight of the series, or funds, of the Trust.
In addition to the Fund, the Trust has other series managed by other investment advisers. The Board has engaged various investment advisers to oversee the day-to-day management of the Trusts series. The Board is responsible for overseeing these investment advisers and the Trusts other service providers in the operations of the Trust in accordance with the 1940 Act, other applicable federal and state laws, and the Declaration of Trust.
The Board meets at least four times throughout the year. The Board generally meets in person, but may meet by telephone or videoconference as permitted by the 1940 Act. In addition, the Trustees may meet in person or by telephone or videoconference at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management.
Board Leadership
The Board is led by its Chairperson, Ms. Janine L. Cohen, who is also an Independent Trustee. The Chairperson generally presides at all Board Meetings, facilitates communication and coordination between the Trustees and management, and reviews meeting agendas for the Board and the information provided by management to the Trustees. The Chairperson works closely with Trust counsel and counsel to the Independent Trustees. The Chairperson is also assisted by the Trusts President, who, with the assistance of the Trusts other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Funds service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairperson and all Trustees as Independent Trustees, is appropriate and in the best interests of the Trust. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
Board Committees. The Board has established the following standing committees:
Audit Committee. The principal functions of the Audit Committee are: (i) to appoint, retain and oversee the Trusts independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to act as the Trusts qualified legal compliance committee (QLCC), as defined in the regulations under the Sarbanes-Oxley Act; and (iv) to act as a proxy voting committee if called upon under the Trusts Proxy Voting Policies and Procedures when a matter with respect to which a series of the Trust is entitled to vote presents a conflict between the interest of the series shareholders, on the one hand, and those of the series investment manager on the other hand. Messrs. Robert E. Morrison, Clifford N. Schireson, and Keith Shintani and Mses. Janine L. Cohen and Jacqueline A. Williams are the members of the Audit Committee. Mr. Schireson is the Chairperson of the Audit Committee and presides at its meetings. The Audit Committee met five times during the Funds prior fiscal year ended May 31, 2025.
Nominations and Governance Committee (the Governance Committee). The Governance Committee nominates and selects persons to serve as members of the Board, including Independent Trustees and interested Trustees and assists in reviewing the Trusts governance practices and standards. In selecting and nominating persons to serve as Independent Trustees, the Governance Committee will not consider
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nominees recommended by shareholders of the Trust unless required by law. Messrs. Morrison, Schireson, and Shintani, and Mses. Cohen and Williams are the members of the Governance Committee. Mr. Morrison is the Chairperson of the Governance Committee and presides at its meetings. The Governance Committee met four times during the Funds prior fiscal year ended May 31, 2025.
15(c) Contracts Committee: The 15(c) Contracts Committee is responsible for the oversight of the Funds 15(c) contract review process. Messrs. Morrison, Schireson, and Shintani, and Mses. Cohen and Williams are the members of the 15(c) Contracts Committee. Ms. Williams is the Chairperson of the 15(c) Contracts Committee. The 15(c) Contracts Committee met twice during the Funds prior fiscal year ended May 31, 2025.
Qualifications of the Trustees. The Governance Committee reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Trustee, the Governance Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance Committee believes contribute to the oversight of the Trusts affairs. The Board has concluded, based on the recommendation of the Governance Committee, that each Trustees experience, qualifications, attributes or skills on both an individual basis and in combination with the other Trustees, that each Trustee is qualified to serve on the Board. The Board believes that the Trustees ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. In determining that a particular Trustee is and will continue to be qualified to serve as a Trustee, the Board considers a variety of criteria, none of which, in isolation, is controlling.
In addition to the Trustee qualifications listed above, each of the Trustees has additional Trustee qualifications including, among other things, the experience identified in the Trustees and Executive Officers table included in Appendix A and as follows:
Independent Trustees
Janine L. Cohen, retired, was an executive at AER Advisors, Inc. (AER) from 2004 through her retirement in 2013. Ms. Cohen served as the Chief Financial Officer (CFO) from 2004 to 2013 and Chief Compliance Officer (CCO) from 2008 to 2013 at AER. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to those roles at AER, Ms. Cohen was a Senior Vice President at State Street Bank. Ms. Cohen has over 30 years of experience in the financial services industry. She holds a B.S. in Accounting and Math from the University of Minnesota and is a Certified Public Accountant. Ms. Cohen has been the Chairperson since October 2019 and a Trustee since January, 2016.
Jacqueline A. Williams has served as the Managing Member of Custom Strategies Consulting, LLC since 2017, where she provides consulting services to investment managers. Prior to that, she served as a Managing Director of Global Investment Research for Cambridge Associates, LLC since 2005. Earlier in her career, Ms. Williams served as a Principal at Equinox Capital Management, LLC where she was chairperson of the stock selection committee and the firms financial services analyst. Ms. Williams also served as an Investment Analyst at IBJ Schroder Bank & Trust Company where she monitored U.S. financial services stocks. Ms. Williams has over 25 years of experience in the investment management industry. Ms. Williams earned an A.B. in Religion from Duke University and a Ph.D. in Religious Studies from Yale University. She has been a Chartered Financial Analyst charter holder since 1990. Ms. Williams has been a Trustee since June 2019.
Clifford N. Schireson, retired, was the founder of Schireson Consulting, LLC which he launched in 2017, until his retirement in 2021. Prior to that, Mr. Schireson was Director of Institutional Services from 2004
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to 2017 at Brandes Investment Partners, LP, an investment advisory firm, where he also was co-head of fixed income and a member of the fixed-income investment committee. From 1998 to 2004, he was a Managing Director at Weiss, Peck & Greer LLC specializing in fixed-income products for both taxable and municipal strategies for institutional clients. Mr. Schireson has over 20 years of experience in the investment management industry as well as 20 years of experience in the investment banking industry. Mr. Schireson holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. Mr. Schireson has been a Trustee since June 2019.
Robert E. Morrison serves as a Managing Director at Midwest Trust and FCI Advisors, where he has worked since February 2022. Previously, Mr. Morrison was a Senior Vice President at Huntington Private Bank, where he worked from 2014 to 2022. From 2006 to 2014, he served as the CEO, President and Chief Investment Officer of 5 Star Investment Management. Mr. Morrison has a B.S. in Forestry Management from Auburn University and is a graduate of the Personal Financial Planning program of Old Dominion University. Mr. Morrison previously served on the Ultimus Managers Trust Board of Trustees as the Founding Chairman of the Trust in 2012. Mr. Morrison resigned from the Board in 2014 as a result of a business conflict that no longer exists. Mr. Morrison has over 32 years of financial services experience, focusing on asset management and wealth management. Mr. Morrison has been a Trustee since June 2019.
Keith Shintani, retired, served as a Senior Vice President of Relationship Management at U.S. Bank Global Fund Services, where he worked from 1998 until June 2022. Previously, Mr. Shintani was Director of Finance at Charles Schwab Investment Management, where he worked from January 1997 through December 1997. From 1993 to 1995, he served as a Manager of Mutual Fund Operations of PIMCO Advisors L.P. From 1989 to 1993, Mr. Shintani served as a Variable Products Manager of Pacific Life Insurance Company. From 1986 to 1989, he served as a Senior Accountant of Deloitte and Touche. Mr. Shintani has a B.S. in Accounting from University of Southern California. Mr. Shintani has been a Trustee since January 2024.
References above to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
Risk Oversight. The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its committees, reviews reports from, among others, the Adviser, the Trusts CCO, the Trusts independent registered public accounting firm, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser, with respect to the Funds investments and trading activities, and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser, with respect to the Funds investments and trading activities, and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board or the Adviser or other service providers. The Independent Trustees meet separately with the Trusts CCO at least annually, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. As part of its oversight function, the Board also may hold special meetings or communicate directly with Trust management or the Trusts CCO to address matters arising between regular meetings.
The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including the Funds investment performance, as well as reports regarding the valuation of the Funds securities (when applicable). The Board also receives quarterly reports from the Funds administrator
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(the Administrator), transfer agent (the Transfer Agent) and the distributor (the Distributor on regular quarterly items and, where appropriate and as needed, on specific issues. In addition, in its annual review of the Funds investment advisory agreement (the Advisory Agreement), the Board reviews information provided by the Adviser relating to its operational capabilities, financial condition and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Boards committee structure.
Trustees Ownership of Fund Shares. The following table shows each Trustees beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the Trust overseen by the Trustee. Information is provided as of December 31, 2024.
Dollar Range of Shares owned by Trustee in: | ||
Name of Trustee | Adler Value Fund | All
Funds in the Trust Overseen by Trustee |
Independent Trustees | ||
Janine L. Cohen | None | over $100,000 |
Jacqueline A. Williams | None | None |
Clifford N. Schireson | None | None |
Robert E. Morrison | None | None |
Keith Shintani | None | None |
Ownership In Fund Affiliates. As of December 31, 2024, none of the Independent Trustees, nor members of their immediate families, owned, beneficially or of record, securities of the Adviser, Ultimus Fund Distributors, LLC (the Distributor) or any affiliate of the Adviser or the Distributor.
Trustee Compensation. No director, officer, or employee of the Adviser, Sub-Adviser or the Distributor receives any compensation from the Trust for serving as an officer or Trustee of the Trust. As of January 1, 2024, each Independent Trustees receives a $600 per meeting fee and a $1,300 annual retainer for each series of the Trust, except the Chairperson who receives a $2,000 annual retainer, the Chairperson of the Audit Committee and Chairperson of the 15(c) Contracts Committee receives a $1,700 annual retainer for serving as such. The Trust reimburses each Trustee and officer for their travel and other expenses incurred by attending meetings. The following table provides the amount of compensation paid to each Trustee during the Funds fiscal year ended May 31, 2025:
Name of Trustee | Aggregate
Compensation From the Fund |
Pension
or Retirement Benefits Accrued As Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation From all Funds Within the Trust |
Independent Trustees | ||||
Janine L. Cohen | $3,300 | None | None | $145,800 |
Jacqueline A. Williams | $3,075 | None | None | $136,800 |
Clifford N. Schireson | $3,075 | None | None | $136,800 |
Robert E. Morrison | $2,775 | None | None | $150,425 |
Keith Shintani | $2,775 | None | None | $149,825 |
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Principal Holders of Voting Securities. As of September 2, 2025, the Trustees and officers of the Trust as a group beneficially owned (i.e., had direct or indirect voting and/or investment power) less than 1% of the then-outstanding shares of the Fund. On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of the Fund:
Name and Address of Record Owner | Percentage Ownership |
First National Bank Customer FBO/ David R Adler IRA Account 180 E. 79th St., Apt. 7E New York, NY 10075 |
73.99% |
Kurt W Kleist/Sandra L Kleist 205 Almadon St Enumclaw, WA 98022 |
8.56% |
A shareholder owning of record or beneficially more than 25% of the Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting than the vote of other shareholders.
INVESTMENT ADVISER
Adler Asset Management, LLC, located at 600 Third Avenue, Suite 226, New York, NY 10016, serves as the investment adviser to the Fund pursuant to the Advisory Agreement which is dated July 31, 2018. The Adviser was organized in 2018 and currently has no other clients. The Adviser is controlled by David Adler, Chief Executive Officer of the Adviser and Portfolio Manager of the Fund.
Subject to the Funds investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio.
The Advisory Agreement remains in effect for an initial term of two years and thereafter for periods of one year each only so long as such renewal and continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds outstanding voting securities, provided the continuance is also approved by a majority of the Independent Trustees. The Advisory Agreement is terminable without penalty on 60 days notice by the Board or by vote of a majority of the outstanding voting securities of the Fund. The Advisory Agreement provides that it will terminate automatically in the event of its assignment, as such term is defined in the 1940 Act.
Under the Advisory Agreement, for its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 1.00% of its average daily net assets. The Adviser has agreed to reduce its Management Fee and to reimburse Fund expenses to the extent necessary to limit Total Annual Operating Expenses (excluding brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, Acquired Fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to 1.25%, of the average daily net assets for the Institutional Class shares of the Fund until December 1, 2026. Any such fee reductions by the Adviser, or reimbursements by the Adviser of expenses which are the Funds obligation, are subject to repayment by the Fund for a period of 36 months after the date that such fees and expenses were waived or reimbursed provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and
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reimbursements) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred.
The Adviser manages the Funds investments in accordance with the stated investment objective and policies of the Fund, subject to the oversight of the Board. The Adviser is responsible for investment decisions, and provides the Fund with a portfolio manager to execute purchases and sales of securities. The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
The table below provides the compensation paid to the Adviser by the Fund after Management Fee reductions and expense reimbursements made by the Adviser during the following fiscal years:
Fiscal Year Ended May 31, | Management Fees Accrued |
Management Fee Reductions |
Expense Reimbursements |
Net
Advisory Fees Received by Adviser |
2025 | $38,591 | $38,591 | $160,925 | $0 |
2024 | $39,022 | $39,022 | $151,933 | $0 |
2023 | $39,035 | $39,035 | $141,679 | $0 |
Portfolio Manager
The Fund is managed by David Adler (the Portfolio Manager), who has primary responsibility for the day-to-day implementation of investment strategies for the Fund.
Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest
As of the date of this SAI, the Portfolio Manager is not responsible for the day-to-day management of any other accounts, and therefore there are no potential conflicts of interest with his management of the Funds investment, on the one hand, and the investments of other accounts managed by the Portfolio Manager, on the other hand.
Compensation
Mr. Adler is not compensated directly by the Fund. Rather, Mr. Adler is the principal owner of the Adviser, and therefore draws compensation from its profits. As such, performance and asset levels of the Fund will directly affect the profits of the Adviser and indirectly the total compensation paid to Mr. Adler.
Ownership of Fund Shares
The table below shows the value of shares of the Fund beneficially owned by the Portfolio Manager of the Fund at the end of the fiscal year ended May 31, 2025, stated as one of the following ranges: None; $1–$10,000; $10,001–$50,000; $50,001–$100,000; $100,001–$500,000; $500,001–$1,000,000; or over $1,000,000.
Name of Portfolio Manager | Dollar Range of Shares of the Fund |
David Adler | over $1,000,000 |
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PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Funds investment objective, policies and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Funds portfolio transactions.
Purchases and sales of portfolio securities that are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the OTC market are generally principal transactions with dealers. With respect to the OTC market, the Fund, where possible, will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser consistent with its obligation to seek best execution. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Other factors that may be considered include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research (including economic forecasts, fundamental and technical advice on securities, valuation advice on market analysis); custodial and other services provided for the enhancement of the Advisers portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). Subject to these considerations, brokers who provide investment research to the Adviser may receive orders for transactions on behalf of the Fund. Information so received is in addition to and not in lieu of services required to be performed by the Adviser and does not reduce the fees payable to the Adviser by the Fund. Such information may be useful to the Adviser in serving both the Fund and other clients and, conversely, supplemental information obtained by the placement of brokerage orders of other clients may be useful to the Adviser in carrying out its obligations to the Fund In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealers compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost for the reasons discussed above.
Consistent with the foregoing, under Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Adviser may include, without limitation: information on the U.S. and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with brokerage firms, custodians and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs and access to computer databases. In some instances, research products or services received by the Adviser may also be used by the Adviser for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, the Adviser will make a reasonable allocation according to its use and will pay for the non-research function in cash using its own funds.
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Subject to the requirements of the 1940 Act and procedures adopted by the Board, the Fund may execute portfolio transactions through any broker or dealer and pay brokerage commissions to a broker (i) which is an affiliated person of the Trust, or (ii) which is an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Trust, the Adviser or the Trusts principal underwriter. The Fund paid the following brokerage commissions during the following fiscal years:
Fiscal Year Ended May 31, | Brokerage Commission Paid |
2025 | $474 |
2024 | $570^ |
2023 | $1,731 |
^ | Brokerage commissions for the fiscal year ended May 31, 2024 were lower than the brokerage commissions for the fiscal years ended May 31, 2023 due to the absence of larger trades at higher per share commission rates. |
THE DISTRIBUTOR
Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund pursuant to a Distribution Agreement (the Distribution Agreement). The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus.
By its terms, the Distribution Agreement is effective for periods of one year so long as such renewal and continuance is approved at least annually by (1) the Board or (2) a vote of the majority of the Funds outstanding voting shares; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated at any time, on sixty days written notice, without payment of any penalty, by the Trust or by the Distributor. The Distribution Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder. Under the Distribution Agreement, the Distributor was paid $6,144 in the fiscal year ended May 31, 2025 for its services.
OTHER SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent
Ultimus, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Administrator, fund accountant (the Fund Accountant), and Transfer Agent to the Fund pursuant to a Master Services Agreement (the Master Services Agreement).
As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Adviser under the Advisory Agreement). Ultimus has agreed to perform or arrange for the performance of the following services (under the Master Services Agreement, Ultimus may delegate all or any part of its responsibilities thereunder):
● | prepares and assembles reports required to be sent to the Funds shareholders and arranges for the printing and dissemination of such reports; | |
● | assembles reports required to be filed with the SEC and files such completed reports with the SEC; |
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● | files the Funds federal income and excise tax returns and the Funds state and local tax returns; | |
● | assists and advises the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and | |
● | makes such reports and recommendations to the Board as the Board reasonably requests or deems appropriate. |
As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles cash movements with the custodian, verifies and reconciles with the custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.
As Transfer Agent, Ultimus performs the following services in connection with the Funds shareholders: maintains records for the Funds shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.
Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Master Services Agreement.
The Master Services Agreement between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Master Services Agreement, is renewed automatically for successive one-year periods.
The Master Services Agreement provides that Ultimus shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Master Services Agreement relates, except a loss from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from the reckless disregard by Ultimus of its obligations and duties thereunder.
During the fiscal years listed below, Ultimus received the following fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent:
Fiscal Year Ended May 31, | Administration | Fund Accounting | Transfer Agent |
2025 | $40,381 | $34,144 | $13,505 |
2024 | $34,050 | $32,190 | $12,720 |
2023 | $30,000 | $30,393 | $12,000 |
Custodian
Fifth Third Bank, National Association (the Custodian), located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as custodian to the Fund pursuant to a Custody Agreement. The Custodians
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responsibilities include safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds investments.
Independent Registered Public Accounting Firm
Cohen & Company, Ltd. (Cohen & Co), located at 1835 Market Street, Suite 310, Philadelphia, PA 19103, serves as the Independent Registered Public Accounting Firm for the Fund. Cohen & Co audits the annual financial statements of the Fund. Cohen & Company Advisory, LLC, an affiliate of Cohen & Company, Ltd., provides tax services and other permissible non-audit services as requested.
Legal Counsel
Sullivan & Worcester, LLP, located at 1666 K Street, NW, Suite 700, Washington, DC 20006, serves as legal counsel to the Trust and the Trusts Independent Trustees.
Compliance Consulting Agreement
Under the terms of a Compliance Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (NLCS), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, provides an individual with the requisite background and familiarity with the Federal securities laws to serve as the Trusts CCO and to administer the Trusts compliance policies and procedures. For these services, the Fund pays NLCS a base fee of $12,000 per annum, plus an asset-based fee computed at the annual rate of 0.005% of the average net assets of the Fund over $500 million up to $1.5 billion; 0.0025% of the average net assets of the Fund over $1.5 billion up to $3 billion; and 0.00125% of the average net assets of the Fund over $3 billion. In addition, the Fund reimburses NLCS for its reasonable out-of-pocket expenses relating to these compliance services. The Fund paid NLCS $12,000 for compliance services for the fiscal year ended May 31, 2025.
GENERAL INFORMATION
Other Payments by the Fund. The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary, or (2) the number of Fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the Fund may pay to financial intermediaries pursuant to any distribution plan of the Fund.
Other Payments by the Adviser. The Adviser, in its discretion, may make payments from its own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, its service providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of its distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediarys retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediarys retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial
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intermediarys retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser may also make payments from its own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial intermediaries customers, a flat fee or other measures as determined from time to time by the Adviser. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.
Description of Shares
The Trust is an unincorporated business trust organized under Ohio law on February 28, 2012. The Declaration of Trust authorizes the Board to divide shares into series, each series relating to a separate portfolio of investments, and to further divide shares of a series into separate classes. The Fund currently has one class of shares, the Institutional Class. Additional classes of shares may be created at any time. In the event of a liquidation or dissolution of the Trust or an individual series or class, shareholders of a particular series or class would be entitled to receive the assets available for distribution belonging to such series or class. Shareholders of a series or class are entitled to participate equally in the net distributable assets of the particular series or class involved on liquidation, based on the number of shares of the series or class that are held by each shareholder. If any assets, income, earnings, proceeds, funds or payments are not readily identifiable as belonging to any particular series or class, the Board shall allocate them among any one or more series or classes as the Board, in its sole discretion, deems fair and equitable. Subject to the Declaration of Trust, determinations by the Board as to the allocation of liabilities, and the allocable portion of any general assets, with respect to the Fund are conclusive.
The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares of each fund, each of which represents an equal proportionate interest in that fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the fund. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. Shares of the Fund, when issued, are fully paid and non-assessable. Shares have no subscription, preemptive or conversion rights. Shares do not have cumulative voting rights. Shareholders are entitled to one vote for each full share held and a fractional vote for each fractional share held. Shareholders of all series and classes of the Trust, including the Fund, will vote together and not separately, except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. Rule 18f-2 under the 1940 Act provides, in substance, that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter. A series or class is affected by a matter unless it is clear that the interests of each series or class in
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the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement, a distribution plan or any change in a fundamental investment policy would be effectively acted upon with respect to a series or class only if approved by a majority of the outstanding shares of such series or class. However, the Rule also provides that the ratification of the appointment of independent accountants and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
Trustee Liability
The Declaration of Trust provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of their duties to the Trust and its holders of beneficial interest. It also provides that all third parties shall look solely to the Trusts property for satisfaction of claims arising in connection with the affairs of the Trust. With the exceptions stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
Trust Liability
Under Ohio law, liabilities of the Trust to third persons, including the liabilities of any series, extend to the whole of the trust estate to the extent necessary to discharge such liabilities. However, the Declaration of Trust contains provisions intended to limit the liabilities of each series to the applicable series and the Trustees and officers of the Trust intend that notice of such limitation be given in each contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees or officers. There is no guarantee that the foregoing steps will prove effective or that the Trust will be successful in preventing the assets of one series from being available to creditors of another series.
Code of Ethics
The Trust, the Adviser and the Distributor have each adopted a code of ethics (each, a COE and collectively, the COEs) that is designed to prevent their respective personnel subject to the COEs from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to the COEs). These COEs permit personnel subject to the COEs to invest in securities, including securities that may be purchased or held by the Fund, but prohibit such personnel from engaging in personal investment activities which compete with or attempt to take advantage of the Funds planned portfolio transactions. Each of these parties monitors compliance with its respective COE.
Anti-Money Laundering Program
The Trust has adopted an anti-money laundering (AML) program, as required by applicable law, that is designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. The Trusts AML Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at certain of the Funds service providers are also responsible for monitoring aspects of the AML program. The AML program is subject to the continuing oversight of the Board.
Proxy Voting Policies and Procedures
The Trust and the Adviser have adopted Proxy Voting Policies and Procedures that describe how the Fund intends to vote proxies relating to portfolio securities. The Proxy Voting Policies and Procedures of the Trust and the Adviser are attached to this SAI as Appendix B and Appendix C, respectively. No later than
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August 31st of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30th is available without charge upon request by calling 1-800-408-4682, on the Funds website at www.adlervaluefund.com or on the SECs website at www.sec.gov.
Portfolio Holdings Disclosure Policy
The Board has adopted policies with respect to the disclosure of the Funds portfolio holdings. These policies generally prohibit the disclosure of information about the Funds portfolio to third parties prior to (i) the filing of the information with the U.S. Securities and Exchange Commission (the SEC) in a required filing, or (ii) the day after the information is posted to the Funds website. The Fund is required to include a schedule of portfolio holdings in its audited and unaudited Financial Statements to shareholders, which are sent to shareholders within 60 days of the end of the second and fourth fiscal quarters and filed with the SEC on Form N-CSR within 70 days of the end of the second and fourth fiscal quarters. The Fund is also required to file a schedule of portfolio holdings with the SEC on Form N-PORT within 60 days of the end of the first and third fiscal quarters. The Fund must provide a copy of the complete schedule of portfolio holdings as filed with the SEC to any shareholder of the Fund, upon request, free of charge.
As described below, the policies allow for disclosure of non-public portfolio information to third parties if the following criteria are met, as determined by the Trusts Chief Compliance Officer (the CCO): (1) there is a legitimate business purpose for the disclosure; (2) the party receiving the portfolio holdings information is subject to a one or more Conditions of Confidentiality (as defined below); and (3) disclosure is consistent with the antifraud provisions of the federal securities laws and, with respect to disclosure made or directed to be made by the Adviser, the Advisers fiduciary duties. Conditions of Confidentiality include (1) confidentiality clauses in written agreements, (2) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), or (3) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships).
Under the policies, the Trust, the Fund, the Adviser and any service provider to the Trust are prohibited from receiving compensation or other consideration in connection with disclosing information about the Funds portfolio to third parties.
Consistent with these policies, the Fund may include in marketing literature and other communications to shareholders or other parties a full schedule of portfolio holdings, top ten portfolio positions and certain other portfolio characteristics (such as sector or geographic weightings) that have already been made public through the Funds website or through an SEC filing, provided that, in the case of portfolio information made public solely through the Funds website, the information is disclosed no earlier than the day after the date of posting to the website.
The Fund releases non-public portfolio holdings information to certain third-party service providers on a daily basis in order for those parties to perform their duties on behalf of the Fund. These service providers include the Adviser, Distributor, Transfer Agent, Fund Accountant, Administrator and Custodian. The Fund also periodically discloses portfolio holdings information on a confidential basis to other third parties that provide services to the Fund, such as the Funds auditors, legal counsel, proxy voting services (if applicable), printers, brokers and pricing services. The lag between the date of the information and the date on which the information is disclosed will vary based on the nature of the services provided by the party to whom the information is disclosed. For example, the information may be provided to the Funds auditors within days after the end of the Funds fiscal year in connection with the Funds annual audit, while the information may be given to legal counsel or prospective third-party service providers without any time lag.
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Below is a table that lists the service providers that currently receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
Type of Service Provider | Typical Frequency of Access to Portfolio Information |
Restrictions on Use |
Adviser | Daily | Contractual and Ethical |
Administrator and Distributor | Daily | Contractual and Ethical |
Custodian | Daily | Ethical |
Accountants | During annual audit | Ethical |
Legal counsel | Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsels review | Ethical |
Printers/Typesetters | Twice a year – printing of unaudited and audited Financial Statements | No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old |
Broker/dealers through which the Fund purchases and sells portfolio securities | Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Funds entire portfolio | Contractual and Ethical |
N-PORT and N-CEN Vendors | Monthly or Annually | Contractual and Ethical |
Pricing and Liquidity Vendors | Daily | Contractual and Ethical |
The Fund may also enter into ongoing arrangements to release portfolio holdings to Morningstar, Inc., Lipper, Inc., Bloomberg, Standard & Poors, Thompson Financial and Vickers-Stock (Rating Agencies) in order for those organizations to assign a rating or ranking to the Fund. In these instances, information about the Funds portfolio would generally be supplied within approximately 25 days after the end of the month. The Rating Agencies may make the Funds top portfolio holdings and other portfolio characteristics available on their websites and may make the Funds complete portfolio holdings available to their subscribers for a fee. Neither the Fund, the Adviser, a sub-adviser, nor any of their affiliates receive any portion of this fee.
Upon approval of the CCO, the Fund may also disclose portfolio information pursuant to regulatory request, court order or other legal proceeding.
Except as described above, the Fund is prohibited from entering into any arrangements with any person to make available information about the Funds portfolio holdings without the prior authorization of the CCO. The Adviser must submit any proposed arrangement pursuant to which it intends to disclose the Funds portfolio holdings to the CCO, who will review such arrangement to determine whether the arrangement is in the best interests of Fund shareholders. To the extent that the disclosure of the Funds portfolio holdings information creates a conflict between the Fund, on the one hand, and the Funds adviser, principal underwriter, and any other affiliated person of the Fund, their investment adviser, or their principal underwriter on the other hand, the CCO shall determine how to resolve the conflict in the best interests of the Fund, and shall report such determination to the Board at the end of the quarter in which such determination was made.
To oversee the Disclosure Policy and the Fund Policy, the Trustees consider reports and recommendations by the CCO regarding the adequacy and implementation of the compliance programs of the Trust and its service procedures adopted pursuant to Rule 38a-1 under the 1940 Act. The Trustees reserve the right to amend the Disclosure Policy at any time without prior notice to shareholders in its sole discretion.
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Other Expenses
In addition to the Management Fee, the Fund pays all expenses associated with the Fund not expressly assumed by the Adviser, including, without limitation, the fees and expenses of its independent registered public accounting firm and of its legal counsel; the fees of the Administrator, Distributor and Transfer Agent, the costs of printing and mailing to shareholders audited and unaudited Financial Statements, proxy statements, prospectuses, SAIs and supplements thereto; bank transaction charges and custody fees; any costs associated with shareholder meetings, including proxy solicitors fees and expenses; registration and filing fees; federal, state or local income or other taxes; interest; membership fees of the Investment Company Institute and similar organizations; fidelity bond and liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the S&P 500® Index which is a broad-based stock market index, consisting of the largest U.S. public companies. The Funds secondary benchmark is the S&P 500® Value Index, which measures constituents of the S&P 500® Index, that are classified as value stocks based on the ratios of book value, earnings, and sales to price.
Trust Contracts
The Trust enters into contractual arrangements with various parties, including, among others, the Funds investment adviser, custodian, transfer agent, accountants, administrator and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or third-party) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.
This SAI and the Prospectus provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this SAI, the Prospectus or any document filed as an exhibit to the Trusts registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the Prospectus are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof; such laws and regulations may be changed by legislative, judicial, or administrative action. Investors are advised to consult their tax advisors with specific reference to their own tax situations.
Qualification as a Regulated Investment Company
The Fund has qualified and intends to remain qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, the Fund
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must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Fund must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Funds business of investing in such stock, securities, or currencies, and net income derived from an investment in a qualified publicly traded partnership as defined in section 851(h) of the Code (the source-of-income test). Any income derived by the Fund from a partnership (other than a qualified publicly traded partnership) or trust is treated as derived with respect to the Funds business of investing in stock, securities, or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Fund in the same manner as by the partnership or trust.
The Fund may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year (the asset diversification tests). In general, at least 50% of the value of the Funds total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Fund nor more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Funds total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Treasury Regulations, engaged in the same or similar or related trades or businesses; or the securities of one or more qualified publicly traded partnerships.
The Fund intends to satisfy all of the requirements of the source-of-income test and the asset diversification tests on an ongoing basis for continued qualification as a regulated investment company.
If the Fund fails to meet either the asset diversification test with respect to a taxable quarter or the source-of-income test with respect to a taxable year, the Code provides several remedies, provided certain procedural requirements are met, which will allow the Fund to retain its status as a regulated investment company. There is a remedy for failure to satisfy the asset diversification tests, if the failure was due to reasonable cause and not willful neglect, subject to certain divestiture and procedural requirements and the payment of a tax. In addition, there is a remedy for a de minimis failure of the asset diversification tests, which would require corrective action but no tax. In addition, the Code allows for the remedy of a failure of the source-of-income test, if the failure was due to reasonable cause and not willful neglect, subject to certain procedural requirements and the payment of a tax.
If for any taxable year the Fund does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). Such distributions will be taxable to the shareholders as dividends to the extent of the Funds current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction (DRD) in the case of corporate shareholders or (ii) treatment as qualified dividend income in the case of noncorporate shareholders, provided in each case that certain holding period and other requirements are met. Failure to qualify as a regulated investment company would have a negative impact on the Funds income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.
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Fund Distributions
The Fund anticipates distributing substantially all of its investment company taxable income and net tax-exempt interest (if any) for each tax year. Distributions paid to you generally may be characterized as ordinary income. A portion of these distributions may qualify for the DRD when paid to certain corporate shareholders.
Under current tax law, qualifying corporate dividends are taxable at long-term capital gains tax rates. The long-term capital gains rate for individual taxpayers is currently at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels.
Taxable dividends paid by the Fund to corporate shareholders will be taxed at corporate income tax rates. Corporate shareholders may be entitled to a DRD for a portion of the dividends paid and designated by the Fund as qualifying for the DRD.
If the Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether the dividend was received in cash or reinvested in additional shares. All taxable dividends paid by the Fund other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares. To the extent the Fund engages in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their net investment income, which should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.
Individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Regulated investment companies that receive qualified REIT dividend income may designate such amounts as Section 199A dividends. Qualified REIT dividend income is the excess of qualified REIT dividends received by the regulated investment company over the amount of the regulated investment companys deductions that are properly allocable to such income. If the Fund designates a dividend as a Section 199A distribution, it may be treated by shareholders as a qualified REIT dividend that is taxed as ordinary income and for non-corporate taxpayers eligible for the 20% deduction for qualified business income under Code section 199A. Generally, only non-corporate shareholders who have held their shares for more than 45 days during the 91-day period beginning on the date which is 45 days prior to the ex-dividend date for such dividend are eligible for such treatment.
Shareholders who hold Fund shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
The Fund will designate (1) any distribution that constitutes a qualified dividend as qualified dividend income; (2) any tax-exempt distribution as an exempt-interest dividend; (3) any distribution of long-term capital gains as a capital gain dividend; (4) any dividend eligible for the corporate dividends received deduction; and (5) any distribution that is comprised of qualified REIT dividend income as a Section 199A dividend as such in a written notice provided to shareholders after the close of the Funds taxable year. Shareholders should note that, upon the sale or exchange of the Funds shares, if the shareholder has not held such shares for at least six
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months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
The Fund will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or reinvested in Fund shares and no matter how long the shareholder has held the Funds shares, even if they reduce the NAV of shares below the shareholders cost, and thus, in effect, result in a return of a part of the shareholders investment.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholders gross income for the taxable year in which the shareholder receives the distribution. However, if the Fund declares a dividend in October, November, or December, but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Each year, shareholders will receive a statement detailing the tax status of any Fund distributions for that year.
The Funds net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards. Capital losses may be carried forward to offset any capital gains.
Excise Tax
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid the imposition of any excise tax liability.
Sale, Exchange, or Repurchase of Shares
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholders holding period for the Funds shares. An exchange of shares is treated as a sale and any gain may be subject to tax. An exchange of shares is generally treated as a sale and any gain may be subject to tax. All or a portion of any loss so recognized may be disallowed if you purchase (for example, by reinvesting dividends) shares of the same Fund within 30 days before or after the sale, exchange or repurchase (a wash sale). If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares purchased.
Shareholders should note that, upon the sale of the Funds shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as a long-term capital loss to the extent of the capital gains dividends received with respect to the shares. Any capital loss arising from the sale, exchange or repurchase of shares held for six months or less, however, will be treated as a long-term capital loss to the extent of the amount of distributions of net capital gain received on such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. Capital losses in any tax year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
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The repurchase or transfer of shares may result in a taxable gain or loss to a tendering shareholder. Different tax consequences may apply for tendering and non-tendering shareholder in connection with a repurchase offer. For example, if a shareholder does not tender all of his or her shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes, and may result in deemed distributions to non-tendering shareholder. On the other hand, shareholder holding shares as capital assets who tender all of their shares (including shares deemed owned by shareholders under constructive ownership rules) will be treated as having sold their shares and generally will recognize capital gain or loss. The amount of the gain or loss will be equal to the difference between the amount received for the shares and the shareholder adjusted tax basis in the relevant shares. Such gain or loss generally will be a long-term capital gain or loss if the shareholder has held such shares as capital assets for more than one year. Otherwise, the gain or loss will be treated as short-term capital gain or loss.
Backup Withholding
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 24%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who have failed to provide a correct taxpayer identification number in the manner required, who are subject to withholding by the Internal Revenue Service (IRS) for failure to include properly on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so, or that they are exempt recipients.
Foreign Taxes
Dividends and interest received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Funds stock or securities. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of the Funds total assets at the close of its taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to the election, the Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders federal income tax. If the Fund makes the election, the Fund (or its administrative agent) will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. If the Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by the Fund.
A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if the Fund were eligible to make such an election for a given year, it
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may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.
State and Local Taxes
Depending upon the extent of the Funds activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Foreign Shareholders
The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. shareholders (i.e., U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Non-U.S. shareholders who are not U.S. persons should consult their tax advisors regarding U.S. and foreign tax consequences of ownership of shares of the Fund including the likelihood that taxable distributions to them (including any deemed distributions with respect to a repurchase offer) would be subject to withholding of U.S. tax at a rate of 30% (or a lower treaty rate for eligible investors).
Dividends paid by the Fund to non-U.S. shareholders may be subject to U.S. withholding tax at the rate of 30% unless reduced by treaty (and the shareholder files a valid IRS Form W-8BEN, or other applicable form, with the Fund certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an IRS Form W-8ECI, or other applicable form, with the Fund certifying that the investment to which the distribution relates is effectively connected to a United States trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-U.S. shareholder). The Fund may elect not to withhold the applicable withholding tax on any distribution representing a capital gains dividend to a non-U.S. shareholder.
Under sections 1471 through 1474 of the Code, known as FATCA, the Fund is required to withhold U.S. tax at a rate of 30% on payments of taxable dividends and to certain non-U.S. entities that fail to comply (or be deemed compliant) with the extensive reporting and withholding requirements under FATCA designed to inform the U.S. Treasury of certain U.S. owned foreign assets and accounts. Shareholders may be requested to provide additional information to the Fund to enable it to determine whether FATCA withholding is required. The Fund will disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
Cost Basis Reporting
Mutual funds are required to report to the IRS and furnish to fund shareholders the cost basis information for fund shares purchased and/or sold on or after January 1, 2012. In addition to the requirement to report the gross proceeds from the sale of the Funds shares, the Fund is also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. In the absence of an election by a shareholder to elect from available IRS accepted cost basis methods, the Fund will use a default cost basis method. The cost basis method elected or applied may not be changed after the
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settlement date of a sale of the Funds shares. Fund shareholders should consult with their tax advisors concerning the most desirable IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them.
Prospective investors should consult with their own tax advisors regarding the application of these provisions to their situation.
FINANCIAL STATEMENTS
The Funds audited financial statements for the fiscal year ended May 31, 2025, including the Financial Highlights appearing in the Prospectus, are incorporated by reference and made a part hereof. You may request a copy of the Funds audited and unaudited financial statements to shareholders at no charge by calling the Fund at 1-800-408-4682 or by visiting the Funds website at www.adlervaluefund.com.
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APPENDIX A
TRUSTEES AND OFFICERS
Name and Year of Birth | Length
of Time Served |
Position(s)
held with Trust |
Principal
Occupation(s) During Past 5 Years |
Number
of Funds in the Trust Overseen By Trustee |
Directorship(s)
of Public Companies Held By Trustee During Past 5 Years |
Independent Trustees: | |||||
Janine L. Cohen^ Year of Birth: 1952 |
Since 2016 | Chairperson (2019 to present)
Trustee (2016 to present) |
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. | 30 | n/a |
Robert E. Morrison^ Year of Birth: 1957 |
Since 2019 | Trustee (2019 to present; and previously 2012 to 2014) | Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) | 30 | n/a |
Clifford N. Schireson^ Year of Birth: 1953 |
Since 2019 | Trustee (2019 to present) | Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) | 30 | Trustee of Beacon Pointe Multi-Alternative Fund (2024 to present); Trustee of Booster Income Opportunities Fund (2024 to present); Trustee of 83 Investment Group Income Fund (2024 to present); and Trustee of the San Diego City Employees Retirement System (2019 to 2025) |
Jacqueline A. Williams^ Year of Birth: 1954 |
Since 2019 | Trustee (2019 to present) | Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC | 30 | n/a |
Keith Shintani^ Year of Birth: 1963 |
Since January 1, 2024 | Trustee (January 1, 2024 to present) | Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022); Director of Finance at Charles Schwab Investment Management (January 1997 to December 1997); Manager of Mutual Fund Operations of PIMCo Advisors L.P. (1993 to 1995); Variable Products Manager of Pacific Life Insurance Company (1989 to 1993); Senior Accountant of Deloitte and Touche. (1986 to 1989) | 30 | Trustee of the Matrix Advisors Fund Trust (2023 to present) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 |
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Name and Year of Birth | Length
of Time Served |
Position(s)
held with Trust |
Principal Occupation(s) During Past 5 Years |
Todd E. Heim^ Year of Birth: 1967 |
2014 to present | President (2021 to present)
Vice President (2014 to 2021) |
Senior Vice President, Relationship Management (2023 to present) and Vice President, Relationship Management (2018 to 2023) |
Shannon Thibeaux-Burgess Year of Birth: 1970
|
2023 to present | Vice President | Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of Fund Administration, Legal of State Street Bank (2013 to 2020) |
Daniel D. Bauer^ Year of Birth: 1977 |
2016 to present | Treasurer (January 2024 to present)
Assistant Treasurer (2016 to December 2023) |
Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC |
Angela A. Simmons^ Year of Birth: 1975 |
2022 to present | Assistant Treasurer | Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC |
Leo R. Payne Year of Birth: 1966 |
January 2025 to present | Assistant Treasurer | Assistant Vice President, Financial Administration (2023 to present) of Ultimus Fund Solutions, LLC; Assistant Vice President, Financial Administration (2018 to 2023) of Citi Fund Services, Inc. |
Karen Jacoppo-Wood^ Year of Birth: 1966 |
2023 to present | Secretary | Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) of State Street Bank and Trust Company |
Natalie S. Anderson^ Year of Birth: 1975 |
2016 to present | Assistant Secretary | Director of Legal Administration (March 2024 to present); Legal Administration Manager (2016 to March 2024) of Ultimus Fund Solutions, LLC |
Jesse Hallee^ Year of Birth: 1976 |
2023 to present | Assistant Secretary
|
Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present) |
Gweneth K. Gosselink^ Year of Birth: 1955 |
2020 to present | Chief Compliance Officer | Vice President, Compliance Officer (2023 to present) of Northern Lights Compliance Services, LLC; Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to 2023); CCO Consultant at GKG Consulting, LLC (2019 to 2021) |
Martin R. Dean^ Year of Birth: 1963 |
2016 to present
|
Assistant Chief Compliance Officer (2020 to present)
Interim Chief Compliance Officer (2019 to 2020)
Assistant Chief Compliance Officer (2016 to 2017) |
President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. |
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APPENDIX B
ULTIMUS MANAGERS
TRUST
POLICIES AND PROCEDURES FOR VOTING PROXIES
1. | PURPOSE; DELEGATION |
The purpose of this memorandum is to describe the policies and procedures for voting proxies received from issuers whose securities are held by each series (individually, a Fund and collectively, the Funds) of Ultimus Managers Trust (the Trust). The Board of Trustees of the Trust (the Board) believes that each Funds Investment Adviser is in the best position to make individual voting decisions for such Fund. Therefore, subject to the oversight of the Board, each Funds Investment Adviser is hereby delegated the duty to make proxy voting decisions for such Fund, and to implement and undertake such other duties as set forth in, and consistent with, these Policies and Procedures.
2. | DEFINITIONS |
Proxy. A proxy permits a shareholder to vote without being present at annual or special meetings. A proxy is the form whereby a person who is eligible to vote on corporate matters transmits written instructions for voting or transfers the right to vote to another person in place of the eligible voter. Proxies are generally solicited by management, but may be solicited by dissident shareholders opposed to managements policies or strategies.
Proxy Manager. Proxy manager, as used herein, refers to the individual, individuals or committee of individuals appointed by the investment advisers to each Fund (each, an Investment Adviser) as being responsible for supervising and implementing these Policies and Procedures.
3. | POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES. |
Pursuant to Section 12(d)(1)(E)(iii) of the Investment Company Act of 1940, all proxies from Exchange Traded Funds (ETFs) or other Investment Companies voted by a Fund, registered in the name of the Fund, will have the following voting instructions typed on the proxy form: Vote these shares in the same proportion as the vote of all other holders of such shares. The beneficial owner of these shares is a registered investment company.
4. | POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES |
Fiduciary Considerations. Proxies with respect to securities other than ETFs or other investment companies are voted solely in the interests of the shareholders of the Trust. Any conflict of interest must be resolved in the way that will most benefit the shareholders.
Management Recommendations. Since the quality and depth of management is a primary factor considered when investing in a company, the recommendation of management on any issue should be given substantial weight. The vote with respect to most issues presented in proxy statements should be cast in accordance with the position of the companys management, unless it is determined that supporting managements position would adversely affect the investment merits of owning the stock. However, each issue should be considered on its own merits, and the position of the companys management should not be supported in any situation where it is found not to be in the best interests of the Trusts shareholders.
5. | CONFLICTS OF INTEREST |
The Trust recognizes that under certain circumstances an Investment Adviser may have a conflict of interest in voting proxies on behalf of a Fund. Such circumstances may include, but are not limited to, situations where an Investment Adviser or one or more of its affiliates, including officers, directors or employees, has or is seeking a client relationship with the issuer of the security that is the subject of the proxy vote. The Investment Adviser shall periodically inform its employees that they are under an obligation to be aware of the potential for conflicts of interest on the part of the Investment Adviser with respect to voting proxies on behalf of a Fund, both as a result of the employees personal relationships and due to circumstances that may arise during the conduct of the Investment Advisers business, and to bring any conflict of interest of which they become aware to the attention of the proxy manager. With respect to securities other than ETFs or other investment companies, the Investment Adviser shall not vote proxies relating to such issuers on behalf of a Fund until it has determined that the conflict of interest is not material or a method of resolving such conflict of interest has been determined in the manner described below.
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A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the Investment Advisers decision-making in voting a proxy. Materiality determinations will be based upon an assessment of the particular facts and circumstances. If the proxy manager determines that a conflict of interest is not material, the Investment Adviser may vote proxies notwithstanding the existence of a conflict. If the conflict of interest is determined to be material, either (i) the conflict shall be disclosed to the Trusts Committee of Independent Trustees (the Committee) and the Investment Adviser shall follow the instructions of the Committee or (ii) the Investment Adviser shall vote the issue in question based upon the recommendation of an independent third party under a contractual arrangement approved by the Committee. The proxy manager shall keep a record of all materiality decisions and report them to the Committee on an annual basis.
6. | ROUTINE PROPOSALS |
Proxies for routine proposals (such as election of directors, selection of independent public accountants, stock splits and increases in capital stock) with respect to securities other than ETFs or other investment companies should generally be voted in favor of management.
7. | PROXY MANAGER APPROVAL |
Votes on non-routine matters and votes against a managements recommendations with respect to securities other than ETFs or other investment companies are subject to approval by the proxy manager.
8. | PROXY VOTING PROCEDURES |
Proxy voting will be conducted in compliance with the policies and practices described herein and is subject to the proxy managers supervision. A reasonable effort should be made to obtain proxy material and to vote in a timely fashion. Each Investment Adviser shall maintain records regarding the voting of proxies under these Policies and Procedures.
9. | FORM N-PX |
A record of each proxy vote will be entered on Form N-PX. A copy of each Form N-PX will be signed by the President of the Trust. The Form is to be filed by August 31 each year. Each reporting period covered by the Form N-PX runs from July 1 to June 30. The Trust will disclose in its annual and semi-annual reports to shareholders and in its registration statement (in the SAI) filed with the SEC on or after August 31 that each Funds proxy voting record for the most recent twelve-month period ended June 30 is available without charge upon request and is also available on the SECs Website at www.sec.gov.
10. | INVESTMENT ADVISERS VOTING PROCEDURES |
The Trust acknowledges that the Investment Advisers to the various Funds have adopted voting policies and procedures for their clients that have been delivered to the Trust. To the extent that an Investment Advisers policies and procedures are consistent with these Policies and Procedures, the Investment Adviser may implement them with respect to voting proxies on behalf of each Fund managed by such Investment Adviser. However, the provisions of paragraph 5 of these Policies and Procedures relating to conflicts of interest shall supersede any comparable provisions of any Investment Advisers policies and procedures.
Securities Lending: If a Fund engages in securities lending, the proxy voting procedures of the Adviser of such Fund will include information on the recall of lent securities for voting purposes. More information can be found in the Securities Lending Procedures of the Trust.
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APPENDIX C
ADLER ASSET MANAGEMENT, LLC
Proxy Voting Policy
Adler Asset Management has adopted the following proxy voting policies and procedures (the Proxy Voting Policy) for the voting of proxies on behalf of client accounts for which Adler Asset Management has voting discretion by contract, including the Adler Asset Management Funds. Under this Proxy Voting Policy, shares are to be voted in a timely manner and in the best interests of the client. Adler Asset Managements CCO is responsible for monitoring compliance with these policies and procedures.
Pursuant to Section 12(d)(1)(E)(iii) of the investment Company Act of 1940, all proxies from Exchange Traded Funds (ETFs) or other Investment Companies voted by a Fund, registered in the name of the Fund, will have the following voting instructions typed on the proxy form: Vote these shares in the same proportion as the vote of all other holders of such shares. The beneficial owner of these shares is a registered investment company.
Routine issues will be voted with management in the majority of cases, while non-routine issues may be more frequently voted against management.
Routine issues include:
● | Uncontested elections of Directors, including the number and terms of office, attendance, and the number of meetings held. | |
● | Selection and ratification of auditors. | |
● | Stock splits, dividend, and fractional share issues. | |
● | Application for listing of securities. | |
● | Corporate name changes. | |
● | Pollution, environment, or conservation issues. | |
● | Employment issues. | |
● | Restore or eliminate pre-emptive rights. | |
● | Fees paid to auditors for consultants. | |
● | Business abroad. | |
● | Date, location of annual meeting. | |
● | Contributions to charity or for education. | |
● | All other items which arent expected to have a material adverse effect on the price of stock. | |
● | Increases in authorized shares, common or preferred. |
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Non-Routine Issues include:
● | Acquisitions, mergers, and spin-offs. | |
● | Significant changes in the Articles of Incorporation or By-Laws, such as anti-takeover provisions, poison pills, and rights issues. | |
● | Proxy fight or other control contest. | |
● | Remuneration of management, directors, and employees. Employee Stock Option Plans. | |
● | Cumulative voting issues. | |
● | Golden parachute plans or any unusual compensation benefits to be awarded contingent upon the merger or acquisition of the particular company. |
In exercising his or her discretion, the CCO may take into account a variety of factors relating to the matter under consideration, the nature of the proposal and the company involved. As a result, the CCO may vote in one manner in the case of one company and in a different manner in the case of another where, for example, the past history of the company, the character and integrity of its management, the role of outside directors, and the companys record of producing performance for investors justifies a high degree of confidence in the company and the effect of the proposal on the value of the investment.
Similarly, poor past performance, uncertainties about management and future directions, and other factors may lead the CCO to conclude that particular proposals present unacceptable investment risks and should not be supported. The CCO also evaluates proposals in context. A particular proposal may be acceptable standing alone, but objectionable when part of an existing or proposed package. Special circumstances may also justify casting different votes for different clients with respect to the same proxy vote.
Adler Asset Management may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships with persons having an interest in the outcome of certain votes. For example, Adler Asset Management or its affiliates may provide trust, custody, investment management, brokerage, underwriting, banking and related services to accounts owned or controlled by companies whose management is soliciting proxies. Occasionally, Adler Asset Management may also have business or personal relationships with other proponents of proxy proposals, participants in proxy contests, corporate directors or candidates for directorships. Adler Asset Management may also be required to vote proxies for securities issued by its affiliates or on matters in which Adler Asset Management has a direct financial interest, such as shareholder approval of a change in the advisory fees paid by a Fund.
Any conflict of interest must be resolved in the way that will most benefit the shareholders. Whether a relationship creates a material conflict will depend on the facts and circumstances. For example, even if the above listed persons do not attempt to persuade Adler Asset Management how to vote, the value of the relationship to Adler Asset Management may create a material conflict. If it is determined that the conflict of interest is not material, Adler Asset Management may vote proxies notwithstanding the existence of a conflict. If the conflict of interest is determined to be material, either (i) the conflict shall be disclosed to the client and Adler Asset Management shall follow the instructions of the client or (ii) Adler Asset Management shall vote the issue in question based upon the recommendation of an independent third party under a contractual arrangement approved by the client. The CCO shall keep a record of all materiality decisions and report them to the client on an annual basis.
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Adler Asset Management has implemented the following process to administer proxy voting on behalf of our clients:
● | To avoid excessive storage space, Adler Asset Management retains only one copy of each analytical information used specific to the voting decision. Annual reports and proxy voting statements are available through the SECs EDGAR System. | |
● | Every proxy ballot is recorded via an Excel spreadsheet on the day of receipt by: |
○ | Broker/dealer/custodian and account number | |
○ | Date received in office of Adler Asset Management | |
○ | Stock symbol | |
○ | Number of shares to be voted | |
○ | Voting deadline | |
○ | Shareholder name – where possible | |
○ | Proxy control number (on proxy statement) |
● | For companies with 5000 shares/votes or more, the CCO will conduct an in-depth analysis of the entire proxy ballot and all corporate board proposals. This analysis will be conducted to avoid any actual or potential material conflicts of interest. If a conflict of interest is evident after in-depth analysis, the Fund CCO will be contacted prior to voting to discuss the exact nature of the conflict and to obtain consent prior to voting. The CCO is responsible for maintaining evidence of the client contact. |
● | For companies with fewer than 5000 shares/votes, the CCO votes in the manner that he/she believes is in the best interest of the shareholder(s)/fund(s). | |
● | Votes on non-routine matters and votes against a managements recommendations with respect to securities other than ETFs or other investment companies are subject to approval by the Fund CCO. | |
● | After making his/her decision, the CCO then electronically votes each ballot. | |
● | After voting the proxy ballots, an electronic confirmation of the vote(s) cast are sent to the CCO for his information and possibly comments. | |
● | All electronic confirmations are pdfd and preserved with any additional information used in formulating the voting decision. | |
● | The reporting companys annual report and proxy statements are available for retrieval from the EDGAR system if requested by the client/shareholder. | |
Adler Asset Management prepares and maintains the following records of its proxy voting:
● | The proxy voting policies and procedures; | |
● | Access to copies of proxy statements Adler Asset Management received for client securities; |
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● | A record of each vote Adler Asset Management cast on behalf of a client; | |
● | A copy of any document Adler Asset Management created that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and | |
● | A copy of each written client request for information on how Adler Asset Management voted proxies on behalf of the client, and a copy of any written response by Adler Asset Management to any (written or oral) client request for that information on behalf of the requesting client. | |
Clients are informed how they may obtain these proxy voting policies and procedures on Adler Asset Managements website, in the Statement of Additional Information (SAI) and shareholders reports for Funds managed by Adler Asset Management.
The Funds proxy voting record is filed on Form N-PX. An annual record of all proxy votes cast for Funds managed by Adler Asset Management during the most recent 12-month period ended June 30 can be obtained, free of charge, on the Funds website, and on the SECs website at www.sec.gov.
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Statement of Additional Information
September 28, 2025
EVOLUTIONARY TREE INNOVATORS FUND
A CLASS SHARES: (INVTX)
I CLASS SHARES: (INVNX)
Series of
ULTIMUS MANAGERS TRUST
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
This Statement of Additional Information (SAI) should be read in conjunction with the Prospectuses for the Evolutionary Tree Innovators Fund (the Fund) dated September 28, 2025, which may be supplemented from time to time (the Prospectuses). This SAI is incorporated by reference in its entirety into the Prospectuses. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Copies of the Prospectuses may be obtained without charge, upon request, by writing the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, by calling toll-free 1-833-517-1010 or by visiting the Funds website at mutualfund.evolutionarytree.com.
TABLE OF CONTENTS
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 1 |
INVESTMENT RESTRICTIONS | 10 |
CALCULATION OF SHARE PRICE | 11 |
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 11 |
SHAREHOLDER SERVICES | 12 |
MANAGEMENT OF THE TRUST | 12 |
INVESTMENT ADVISER | 17 |
PORTFOLIO TRANSACTIONS | 19 |
THE DISTRIBUTOR | 20 |
OTHER SERVICE PROVIDERS | 20 |
DISTRIBUTION PLAN | 22 |
GENERAL INFORMATION | 22 |
ADDITIONAL TAX INFORMATION | 27 |
FINANCIAL STATEMENTS | 32 |
APPENDIX A – TRUSTEES AND OFFICERS | 33 |
APPENDIX B – TRUST PROXY VOTING POLICIES AND PROCEDURES | 35 |
APPENDIX C – ADVISER PROXY VOTING POLICIES AND PROCEDURES | 39 |
STATEMENT OF ADDITIONAL INFORMATION
The Evolutionary Tree Innovators Fund (the Fund) is a non-diversified series of Ultimus Managers Trust (the Trust), an open-end management investment company. The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. The Funds investments are managed by Evolutionary Tree Capital Management, LLC (the Adviser). For further information on the Fund, please call 1-833-517-1010 or visit the Funds website at https://mutualfund.evolutionarytree.com.
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
Information contained in this SAI expands upon information contained in the Prospectuses. All investments in securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Funds investment programs will be successful. Investors should carefully review the descriptions of the Funds investments and associated risks described in the Prospectuses and this SAI. No investment in shares of the Fund should be made without first reading the Prospectuses. Unless otherwise indicated, percentage limitations, if any, apply at the time of purchase of the applicable securities.
General Investment Risks. Prices of securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all securities, which could also result in losses to the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of all types of securities, including securities held by the Fund, can decline.
Diversification. The Fund is non-diversified. A non-diversified fund is a fund that does not satisfy the definition of a diversified company set forth in the Investment Company Act of 1940, as amended (the 1940 Act). A diversified company means that as to 75% of the Funds total assets (1) no more than 5% may be invested in the securities of a single issuer, and (2) the Fund may not hold more than 10% of the outstanding voting securities of a single issuer. As a result of being a non-diversified fund, the Fund may invest a greater percentage of its assets in a particular issuer and hold securities in only a few issuers.
Even though the Fund is non-diversified, it intends to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the Code) and as such, the Fund seeks to limit its investment, excluding cash, cash items (including receivables), United States (U.S.) government securities and securities of other regulated investment companies, so that at the close of each quarter of the taxable year, (1) not more than 25% of the Funds total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of the Funds total assets will be invested in the securities of a single issuer nor represent more than 10% of the issuers outstanding voting securities.
Because the Fund may invest a great percentage of its assets in the securities of fewer issuers, the Fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could increase volatility and exacerbate market risk, and could result in trading halts, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, terrorism, military action and epidemics, pandemics or other public health issues. Any of the foregoing market events can adversely affect the economies of one or more countries or the entire global economy, certain industries or individual issuers, and capital and security markets in ways that cannot necessarily be foreseen or quickly addressed.
1
As shown with the novel coronavirus disease (COVID-19), market events (including public health crises and concerns) can have a profound economic and business effect that results in cancellations and disruptions to supply chains and customer activity, disruption and displacement of one or more sectors or industries, closing of borders and imposition of travel restrictions and quarantines, general public concern and uncertainty and, in extreme cases, exchange trading halts due to rapidly falling prices. Additionally, the impact of COVID-19 has caused significant volatility and declines in global financial markets, including the U.S. financial markets. Further, COVID-19 has led to production cutbacks for many companies and coupled with changes in consumer spending fueled by government stimulus, created a supply/demand imbalance and resulted in higher prices and inflation, the result of which can affect a companys financial condition and ability to manufacture and sell its products. Likewise, the Russian invasion of Ukraine in early 2022 has caused increased volatility in various financial markets. The conflict has resulted in economic sanctions against Russia from both government entities and corporations and banking entities. The extent of the effects this will have throughout the world is impossible to predict, but this military action has already resulted in supply chain disruptions and increased trading costs.
Market events such as these and other types of market events may cause significant declines in the values and liquidity of many securities and other instruments, and significant disruptions to global business activity and financial markets. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers both domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Equity Securities. The equity portion of the Funds portfolio will generally be comprised of domestic and foreign issuers, including common stocks, depositary receipts evidencing ownership in foreign common stocks, preferred stocks, securities convertible into common stocks and securities that carry the right to buy common stocks, traded on domestic securities exchanges or over-the-counter markets. The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
Common Stock. The Fund may purchase common stock. Prices of common stock may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose stock the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all stocks, which also could result in losses for the Fund.
Currency Risk. The value of the Funds assets, as measured in U.S. dollars, may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations. As a result, the Funds exposure to foreign currencies may reduce the returns of the Fund. Trading of foreign currencies also includes the risk of clearing and settling trades, which, if prices are volatile, may be difficult.
Emerging Markets Risk. The Fund may invest directly and indirectly in emerging market equity and fixed-income securities. In addition to the general risk of investing in foreign securities and foreign fixed-income securities, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economics are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Funds assets to be uninvested, the Fund to miss investment opportunities and
2
potential returns, and the Fund to be unable to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile.
Preferred Stock. The Fund may invest in preferred stock. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuers earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Preferred stocks may include the obligation to pay a stated dividend. The price of preferred stocks could depend more on the size of the dividend than on the companys performance. If a company fails to pay the dividend, its preferred stock is likely to drop in price. Changes in interest rates can also affect the price of preferred stock. Like common stocks, the value of preferred stock may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and industry-specific changes. Also, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses.
Warrants and Rights. The Fund may purchase warrants and rights, or it may acquire ownership of such investments by virtue of its ownership of common stocks. Warrants are essentially options to purchase equity securities at specific prices and are valid for a specific period of time. Rights are similar to warrants but generally have a short duration and are distributed directly by the issuer to its shareholders. The holders of warrants and rights have no voting rights, and receive no dividends, with respect to the equity interests underlying warrants or rights, and will have no rights with respect to the assets of the issuer, until the warrant or right is exercised. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for resale, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant or right can be prudently exercised (in which event the warrant or right may expire without being exercised, resulting in a loss of the Funds entire investment therein).
Foreign Securities. The Fund may invest in securities issued by foreign governments or foreign corporations, directly or indirectly through exchange traded funds (ETFs) or derivative transactions (e.g., foreign currency futures). The Fund may invest in securities of foreign issuers that trade on U.S. and foreign stock exchanges or in the form of American Depositary Receipts (ADRs).
ADRs are receipts that evidence ownership of underlying securities issued by a foreign issuer. ADRs are generally issued by a U.S. bank or trust company to U.S. buyers as a substitute for direct ownership of a foreign security and are traded on U.S. exchanges. ADRs, in registered form, are designed for use in the U.S. securities markets. ADRs may be purchased through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. The depositary of an unsponsored ADR is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights with respect to the deposited security. Investments in ADRs are subject to risks similar to those associated with direct investments in foreign securities. The Fund intends to invest primarily in foreign securities that are listed on U.S. stock exchanges.
Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. The performance of foreign markets does not necessarily track U.S. markets. Foreign investments may be affected favorably or unfavorably by changes in currency rates, exchange control regulations, and capital controls. There may be less publicly available information about a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards, and requirements comparable to those applicable to U.S. companies. Foreign securities may trade with less frequency and volume than domestic securities and, therefore, may exhibit less liquidity and greater price volatility than securities of U.S. companies. There may be less governmental supervision of securities markets, brokers and issuers of securities than in the U.S. Changes in foreign exchange rates will affect the value of those securities, which are is denominated or quoted in currencies other than the U.S. dollar. Therefore, to the extent the Fund invests in a foreign security, which is denominated or quoted in a currency other than the U.S. dollar, there is a risk that the value of such security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency. Additional costs associated with an investment in foreign securities may include higher custodial fees than those applicable to domestic custodial arrangements, generally higher commission rates on foreign portfolio
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transactions, and transaction costs of foreign currency conversions. Investments in foreign securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, restrictions on foreign investment and repatriation of capital, imposition of withholding taxes on dividend or interest payments, currency blockage (which would prevent cash from being brought back to the U.S.), limits on proxy voting and difficulty in enforcing legal rights outside the U.S. Currency exchange rates and regulations may cause fluctuation in the value of foreign securities. In addition, foreign securities and dividends and interest payable on those securities, may be subject to foreign taxes, including taxes withheld from payments on those securities.
Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, including, without limitation, money market funds and ETFs. Generally, under Section 12(d)(1) of the 1940 Act, a fund may not acquire shares of another investment company if, immediately after such acquisition, (i) a fund would hold more than 3% of the other investment companys total outstanding shares, (ii) a funds investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a funds total assets would be invested in investment companies. Under certain statutory and regulatory exemptions, a fund may invest in registered and unregistered money market funds in excess of these limitations. The Fund may rely upon any applicable statutory or regulatory exemptions in investing in other investment companies. The Fund generally expects to rely on Rule 12d1-1 under the 1940 Act when purchasing shares of a money market fund. Under Rule 12d1-1, the Fund may generally invest without limitation in money market funds as long as the Fund pays no sales charge (sales charge), as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, charged in connection with the purchase, sale, or redemption of securities issued by the money market fund (service fee); or the Adviser waives its management fee in an amount necessary to offset any sales charge or service fee. The Fund generally expects to rely on Section 12(d)(1)(F) of the 1940 Act when purchasing shares of other investment companies that are not money market funds. Under Section 12(d)(1)(F), the Fund may generally acquire shares of another investment company unless, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the investment companys total outstanding stock (the 3% Limitation). To the extent the 3% Limitation applies to an investment the Fund wishes to make, the Fund may be prevented from allocating its investments in the manner that the Adviser considers optimal. Also, under the 1940 Act, to the extent that the Fund relies upon Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by it in the same proportion as the vote of all other holders of the securities. In the event that there is a vote of investment company shares held by the Fund in reliance on Section 12(d)(1)(F), the Fund intends to vote such shares in the same proportion as the vote of all other holders of such securities. Investments in other investment companies subjects the Fund to additional operating and management fees and expenses. For example, the Funds investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Funds direct fees and expenses.
Rule 12d1-4 under the 1940 Act (Rule 12d1-4) allows funds to invest in other investment companies in excess of certain of the limitations discussed above, subject to certain limitations and conditions. An acquiring fund relying on Rule 12d-4 generally must enter into a fund of funds investment agreement with the acquired fund. Rule 12d1-4 outlines the requirements for fund of funds agreements and specifies certain reporting responsibilities of the acquiring funds adviser. The Fund expects to rely on Rule 12d1-4 to the extent the Adviser deems such reliance necessary or appropriate.
Exchange Traded Funds. The Fund may invest in ETFs. An ETF is typically an investment company registered under the 1940 Act that holds a portfolio of securities designed to track the performance of a particular index or market sector. Alternatively, ETFs may be actively managed pursuant to a particular investment strategy, similar to other non-index based investment companies. ETFs are traded on a securities exchange based on their market value.
In addition, ETFs sell and redeem their shares at net asset value (NAV) in large blocks (typically 50,000 of its shares) called creation units. Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market like ordinary stocks in lots of any size at any time during the trading day.
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An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded), including the risk that the general level of securities prices, or that the prices of securities within a particular sector, may increase or decrease, thereby affecting the value of the shares of an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional registered investment companies: (1) the market price of the ETFs shares may trade at a discount to the ETFs NAV; (2) an active trading market for an ETFs shares may not develop or be maintained; (3) trading of an ETFs shares may be halted if the listing exchange deems such action appropriate; (4) ETF shares may be delisted from the exchange on which they trade, and (5) activation of circuit breakers by the exchange (which are tied to large decreases in stock prices) may halt trading of the ETFs shares temporarily. ETFs are also subject to the risks of the underlying securities or sectors that the ETF is designed to track.
Because ETFs bear various fees and expenses, the Fund will pay a proportionate share of these expenses, as well as transaction costs, such as brokerage commissions. As with traditional investment companies, ETFs charge asset-based fees, although these fees tend to be relatively low as compared to other types of investment companies. ETFs do not charge initial sales loads or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
As discussed above under the section entitled Investment Companies, the Fund is subject to certain limits on investments in other investment companies, including ETFs, but may exceed those limits in certain circumstances, including in reliance on Rule 12d1-4.
While the creation and redemption of creation units helps an ETF maintain a market value close to NAV of the market value of an ETFs shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the ETFs underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Money Market Instruments. The Fund may invest in money market instruments. Money market instruments may include, without limitation, U.S. Government Obligations or certain types of corporate debt obligations (including those subject to repurchase agreements) as described herein. Money market instruments also may include Bankers Acceptances, Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, Variable Amount Demand Master Notes (Master Notes) and shares of money market investment companies. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act.
Bankers Acceptances are time drafts drawn on and accepted by a bank, which are the customary means of effecting payment for merchandise sold in import-export transactions and are a source of financing used extensively in international trade. When a bank accepts such a time draft, it assumes liability for its payment. When the Fund acquires a Bankers Acceptance, the bank which accepted the time draft is liable for payment of interest and principal when due. The Bankers Acceptance, therefore, carries the full faith and credit of such bank.
A Certificate of Deposit (CD) is an unsecured, interest bearing debt obligation of a bank.
Commercial Paper is an unsecured, short-term debt obligation of a bank, corporation, or other borrower. Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. The Fund will invest in Commercial Paper only if it is rated in the highest rating category by any nationally recognized statistical rating organization (NRSRO) or, if not rated, if the issuer has an outstanding unsecured debt issue rated in the three highest categories by any NRSRO or, if not so rated, is of equivalent quality in the Advisers assessment. Commercial Paper may include Master Notes of the same quality.
Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master Notes will be acquired by the Fund only through the Master Note program of the Funds custodian bank, acting as administrator thereof. The Adviser will monitor, on
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a continuous basis, the earnings power, cash flow, and other liquidity ratios of the issuer of a Master Note held by the Fund.
Debt Securities. The Fund may invest in corporate debt securities and U.S. Government obligations. Corporate securities include, but are not limited to, debt obligations offered by public or private corporations either registered or unregistered. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. A debt instruments credit quality depends on the issuers ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the securitys issuer will default. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security. In the case of corporate debt, the Fund will normally purchase investment grade securities, meaning securities rated BBB or better by Standard & Poors or any comparable rating by another NRSRO or, if unrated, as determined by the Adviser to be of comparable quality.
U.S. Government Obligations. The Fund may invest, directly or indirectly, in U.S. Government Obligations. U.S. Government Obligations include securities which are issued or guaranteed by the U.S. Department of the Treasury (the U.S. Treasury), by various agencies of the U.S. government, and by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government. U.S. Treasury obligations include Treasury Bills, Treasury Notes, and Treasury Bonds. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.
Agencies and instrumentalities established by the U.S. government include the Federal Home Loan Banks, the Federal Land Bank, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Small Business Administration, the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation, the Financing Corporation of America and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. government while others are supported only by the credit of the agency or instrumentality, which may include the right of the issuer to borrow from the U.S. Treasury. In the case of U.S. Government Obligations not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. government itself in the event the agency or instrumentality does not meet its commitment. U.S. Government Obligations are subject to price fluctuations based upon changes in the level of interest rates, which will generally result in all those securities changing in price in the same way, i.e., all those securities experiencing appreciation when interest rates decline and depreciation when interest rates rise. Any guarantee of the U.S. government will not extend to the yield or value of the Funds shares.
LIBOR Transition Risk. Certain variable- and floating- rate debt securities that the Fund may invest in are subject to rates that are or were previously tied to the London Interbank Offered Rate (LIBOR). LIBOR was a leading floating rate benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. Replacement rates that have been identified include the Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities, and the Sterling Overnight Index Average Rate (SONIA), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market, although other replacement rates could be adopted by market participants. The unavailability or replacement of LIBOR may affect the value, liquidity or return on, and may cause increased volatility in markets for, certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades. Accordingly, the potential effect of the transition away from LIBOR on the fund or the debt securities or other instruments based on LIBOR in which the Fund invests cannot yet be determined. Any pricing adjustments to the Funds investments resulting from a substitute reference rate may also adversely affect the Funds performance and/or net asset value. At this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates or any other reforms to LIBOR.
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Repurchase Agreements. The Fund may invest in repurchase agreements. A repurchase agreement transaction occurs when an investor (e.g., the Fund) purchases a security (normally a U.S. government security from a counterparty with the understanding that the investor will later resell the security to the same counterparty (normally a member bank of the Federal Reserve System (the Federal Reserve) or a registered government securities dealer). The Funds initial purchase is essentially a loan to the counterparty that is collateralized by the security (and/or securities substituted for them under the repurchase agreement). The Fund must return the security to the counterparty when the counterparty repurchases it at a later date and higher price. The repurchase price exceeds the purchase price by an amount that reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one to seven days of the purchase. Repurchase agreements are considered loans under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations. The Adviser will consider the creditworthiness of the counterparty. If the counterparty fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Funds risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral. The Fund will not enter into any repurchase agreement that would cause more than 15% of its net assets to be invested in repurchase agreements that extend beyond seven days.
Illiquid Investments. The Fund may not purchase or otherwise acquire any illiquid investment if, immediately after the acquisition, the value of illiquid investments held by the Fund would exceed 15% of the Funds net assets. An illiquid investment is any investment 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 investment. Illiquid investments pose risks of potential delays in resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio investments and the Fund may be unable to dispose of illiquid investments promptly or at reasonable prices. Under the supervision of the Trusts Board of Trustees (the Board), the Adviser determines the liquidity of the Funds investments and, through reports from the Adviser, the Trustees monitor investments in illiquid investments. If through a change in values, net assets, or other circumstances, the Fund was in a position where more than 15% of its net assets were invested in illiquid investments, it would seek to take appropriate steps to bring the Funds illiquid investments to or below 15% of its net assets per the requirements of Rule 22e-4 of the 1940 Act. The sale of some illiquid and other types of investments may be subject to legal restrictions.
If the Fund invests in investments for which there is no ready market, the Fund may not be able to readily sell such investments. Such investments are unlike investments that are traded in the open market, and which can be expected to be sold immediately if the market is adequate. The sale price of illiquid investments once realized may be lower or higher than the Advisers most recent estimate of their fair market value. Generally, less public information is available about issuers of such illiquid investments than about companies whose investments are publicly traded.
Restricted Securities. Within its limitation on investment in illiquid investments, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement. If during such a period adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Restricted securities are generally considered to be illiquid unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called 4(a)(2) commercial paper or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (144A Securities). Investing in 144A Securities may decrease the liquidity of the Funds portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
Borrowing Money. The Fund does not intend to borrow money for the purpose of purchasing securities, but may, subject to the restrictions of the 1940 Act, borrow up to one-third of its total assets, including the amount of
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such borrowing, to maintain necessary liquidity to make payments for redemptions of Fund shares or for temporary emergency purposes. Borrowing involves the creation of a liability that requires the Fund to pay interest. In the event the Fund should ever borrow money under these conditions, such borrowing could increase the Funds costs and thus reduce the value of the Funds assets. In an extreme case, if the Funds current investment income were not sufficient to meet the interest expense of borrowing, it could be necessary for the Fund to liquidate certain of its investments at an inappropriate time.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33⅓% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities that the Adviser has determined are creditworthy under guidelines established by the Board. In determining whether the Fund will lend securities, the Adviser will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Adviser. Each loan of securities will be collateralized by cash, securities, or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund collateral in the form of cash or cash equivalents, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower at any time. The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially. If the Fund invests the cash collateral from the borrower, there is the risk that such investment may result in a financial loss. In such an event, the Fund would be required to repay the borrower out of the Funds assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser normally intends to call the loaned securities to vote proxies, or to use other practicable and legally enforceable means to obtain voting rights, when the Adviser has knowledge that, in its opinion, a material event affecting the loaned securities will occur or the Adviser otherwise believes it necessary to vote.
The Fund did not engage in the lending of portfolio securities during the past fiscal year.
Economic and Regulatory Risks. Domestic and foreign governments and agencies thereof often adopt an active approach to managing economic conditions within a nation, which may have material effects on the securities markets within the nation. A government may pursue supportive policies that include, but are not limited to, lowering corporate and personal tax rates and launching stimulative government spending programs designed to improve the national economy or sectors thereof. Agencies of a government, including central banks, may pursue supporting policies that include, but are not limited to, setting lower interest rate targets and buying and selling securities in the public markets. Governments and agencies thereof may also attempt to slow economic growth if the pace of economic growth is perceived to be too great and pose a long-term risk to the economy or a sector thereof. In each instance, the actions taken may be less successful than anticipated or may have unintended adverse consequences. Such a failure or investor perception that such efforts or support are failing could negatively affect securities markets generally, as well as result in higher interest rates, increased market volatility and reduce the value and liquidity of certain securities, including securities held by the Fund.
In addition, governments and agencies thereof may enact additional regulation or engage in deregulation that negatively impacts the general securities markets or a sector thereof. Given the potential broad scope and sweeping nature of some regulatory actions, the potential impact a regulatory action may have on securities held by the Fund may be difficult to determine and may not be fully known for an extended period of time. Accordingly, regulatory actions could adversely affect the Fund.
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, as well as certain foreign governments and central
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banks, took steps to support financial markets, including seeking to maintain interest rates at or near historically low levels and by purchasing large quantities of fixed income securities on the open market, such as securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, (Quantitative Easing). Similar steps took place again in 2020 and 2021 in an effort to support the economy during the COVID-19 pandemic. Beginning in March 2022, the Federal Reserve began increasing interest rates. It is difficult to accurately predict the pace at which the Federal Reserve will increase interest rates further or begin to decrease interest rates, or the timing, frequency or magnitude of any such increases or decreases. Any further increases or decreases in interest rates may cause volatility in fixed-income and related markets. This in turn could cause sudden and significant volatility in certain of the Funds investments and the Funds share price.
Cybersecurity Risk. The Fund and its service providers may be subject to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Fund to lose or compromise confidential, proprietary or private personal information, suffer data corruption or lose operational capacity. Breaches in cybersecurity include, among other things, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential, proprietary or private personal information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Funds investment adviser, distributor, custodian, transfer agent, or other third-party service providers may adversely impact the Fund and its shareholders. For instance, a successful cybersecurity breach may interfere with the processing of shareholder transactions, impact the Funds ability to calculate its NAV, cause the release of confidential, proprietary or private personal shareholder information, impede trading, subject the Fund to regulatory fines or financial losses, and/or cause reputational damage. The Fund relies on third-party service providers for many of the day-to-day operations, and is therefore subject to the risk that the protections and protocols implemented by those service providers will be ineffective in protecting the Fund from cybersecurity breaches. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Funds investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
Temporary Defensive Positions. The Fund may from time to time take temporary defensive positions that are inconsistent with its principal investment strategies. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
Operational Risk. An investment in the Fund involves operational risk arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. Any of these failures or errors could result in a loss or compromise of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there is no guarantee that the Fund will not suffer losses due to operational risk.
Portfolio Turnover. The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Funds purchases or sales of portfolio securities for the year by the monthly average value of the securities. The Funds portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to the Fund, including brokerage commissions, and may result in additional tax consequences to the Funds shareholders. Portfolio turnover will not be a factor in making buy and sell decisions for the Fund. For the fiscal year ended May 31, the portfolio turnover rate of the Fund was:
Fiscal Year Ended May 31 | Portfolio Turnover Rate |
2025 | 38% |
2024 | 57% |
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INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment limitations that may not be changed without the affirmative vote of a majority of the outstanding shares of the Fund. As used in the Prospectuses and this SAI, the term majority of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding voting securities of the Fund. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities. See the Prospectuses for more information about the Funds investment objective and investment strategies, each of which are not fundamental and may be changed without shareholder approval.
FUNDAMENTAL RESTRICTIONS. As a matter of fundamental policy:
1. Borrowing Money. The Fund will not borrow money except as permitted under the 1940 Act. For example, subject to the restrictions of the 1940 Act the Fund may borrow money from banks to meet redemption requests or for extraordinary or emergency purposes.
2. Senior Securities. The Fund will not issue senior securities, except as permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.
3. Underwriting. The Fund will not act as underwriter, except to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws or in connection with investments in other investment companies.
4. Real Estate. The Fund will not directly purchase or sell real estate. This limitation is not applicable to investments in marketable securities which are secured by or represent interests in real estate. This limitation does not preclude the Fund from holding or selling real estate acquired as a result of the Funds ownership of securities or other instruments, investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options, forward contracts, or futures contracts, including those relating to indices, or options on futures contracts or indices, or from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, provided that the Fund may lend its portfolio securities in an amount up to 33% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, bankers acceptances, repurchase agreements and any other lending arrangement permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff shall not be deemed to be the making of a loan. For purposes of this limitation, the term loans shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities.
7. Concentration. The Fund will not invest more than 25% of its total assets in a particular industry. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government (including its agencies and instrumentalities) or state or municipal governments (and their political subdivisions) or repurchase agreements with respect thereto, or investments in registered investment companies. If, however, the Fund invests in an investment company that concentrates its investment in a particular industry, the Fund will consider such investment to be issued by a member of the industry in which such investment company invests. In addition, if the Fund invests in a revenue bond tied to a particular industry, the Fund will consider such investment to be issued by a member of the industry to which the revenue bond is tied.
With respect to the fundamental investment restrictions above, if a percentage limitation or standard is adhered to at the time of investment, a later increase or decrease in percentage or departure from the standard resulting from any change in value or net assets or other factors will not result in a violation of such restriction (i.e., percentage
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limitations are determined at the time of purchase); provided, however, that the treatment of the fundamental restrictions related to borrowing money and issuing senior securities are exceptions to this general rule and are monitored on an ongoing basis.
Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, Rule 18f-4 under the 1940 Act permits a fund to enter into derivatives transactions, notwithstanding prohibitions and restrictions on the issuance of senior securities under Section 18 of the 1940 Act, a fund may enter into reverse repurchase and similar transactions if it either (1) complies with the asset coverage requirements of Section 18 of the 1940 Act or (2) treat such transactions as derivative transactions under Rule 18f-4.
The 1940 Act permits the Fund to borrow money from banks in an amount up to one-third of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities then outstanding).
CALCULATION OF SHARE PRICE
The NAV of shares of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (the NYSE) on each day the NYSE is open for trading. Currently, the NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Years 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.
For purposes of computing the Funds NAV, securities are valued at market value as of the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time) on each business day the NYSE is open. Securities listed on the NYSE or other exchanges are valued based on their last sale prices on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the mean of the closing bid and ask prices on the NYSE or other primary exchange for that day. National Association of Securities Dealers Automated Quotations (NASDAQ) listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the mean of the most recently quoted bid and ask prices as reported by NASDAQ. Securities traded in the over-the-counter market are valued at the last sale price, if available, otherwise at the mean of the most recently quoted bid and ask prices.
In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act. Fixed-income securities are normally valued based on prices obtained from independent third-party pricing services, which are generally determined with consideration given to institutional bid and last sale prices and take into account security prices, yield, maturity, call features, ratings, institutional-sized trading in similar groups of securities and developments related to specific securities. Foreign securities are normally valued on the basis of fair valuation prices obtained from independent third-party pricing services, which are generally determined with consideration given to any change in price of the foreign security and any other developments related to the foreign security since the last sale price on the exchange on which such foreign security primarily traded and the close of regular trading on the NYSE. Information from one or more pricing services may be utilized in determining the fair value of securities held by the Fund. To the extent the assets of the Fund are invested in other open-end investment companies that are registered under the 1940 Act and not traded on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Reference is made to How to Buy Shares in the applicable Prospectus for more information concerning how to purchase shares. Shares of the Fund are offered for sale on a continuous basis. Shares are sold and redeemed
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at their NAV, as next determined after receipt of the purchase or redemption order in proper form, plus any applicable sales charge.
The Fund may suspend the right of redemption or postpone the date of payment for shares during a period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted these suspensions; or (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its assets.
The Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of its shareholders. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein the Fund has committed to pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Funds net assets at the beginning of such period unless the shareholder consents to receiving the entire distribution in kind. A redemption in kind will consist of liquid securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings that are readily marketable securities to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities paid as redemption proceeds. In addition, when you sell these securities, you bear the risk that the securities have become less liquid and are difficult to sell. You also will be responsible for any taxes and brokerage charges associated with selling the securities.
SHAREHOLDER SERVICES
As noted in the Prospectuses, the Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions to and withdrawals from their account as often as they wish. When an investor makes an initial investment in the Fund, a shareholder account is opened in accordance with the investors registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or a redemption, the shareholder will receive a confirmation statement showing the current transaction.
Automatic Investment Plan. The automatic investment plan enables investors to make regular periodic investments in shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Funds transfer agent will automatically charge the checking account for the amount specified which will be automatically invested in shares at the NAV on or about the fifteenth and/or the last business day of the month, or both. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Fund.
Transfer of Registration. To transfer shares to another owner, send a written request to Evolutionary Tree Innovators Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246. Your request should include the following: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) if it is for a new account, a completed account application, or if it is an existing account, the account number; (iv) Medallion signature guarantees (See the heading How to Redeem Shares – Signature Guarantees in the Prospectuses); and (v) any additional documents that are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Fund.
MANAGEMENT OF THE TRUST
Overall responsibility for management and supervision of the Fund and the Trust rests with the Board. The members of the Board (the Trustees) are elected by the Trusts shareholders or the existing members of the Board as permitted under the 1940 Act and the Trusts Agreement and Declaration of Trust (the Declaration of Trust).
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Each Trustee serves for a term of indefinite duration until death, resignation, retirement or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trusts day-to-day operations. The officers are elected annually. Certain officers of the Trust also may serve as Trustees.
The Trust will be managed by the Board in accordance with the laws of the State of Ohio governing business trusts. There are currently five Trustees, all of whom are not interested persons, as defined by the 1940 Act, of the Trust (the Independent Trustees). The Independent Trustees receive compensation for their services as Trustees and attendance at meetings of the Board. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices.
Included in Appendix A is a table that sets forth the Trustees and executive officers of the Trust, their year of birth and address, their present position with the Trust, length of time served in their position, their principal occupation(s) during the past five years, and any other directorships held by the Trustees. Those Trustees who are interested persons as defined in the 1940 Act and those Trustees who are Independent Trustees are identified in the table.
Leadership Structure and Qualifications of Trustees. As noted above, the Board consists of five Trustees, all of whom are Independent Trustees. The Board is responsible for the oversight of the series, or funds, of the Trust.
In addition to the Fund, the Trust has other series managed by other investment advisers. The Board has engaged various investment advisers to oversee the day-to-day management of the Trusts series. The Board is responsible for overseeing these investment advisers and the Trusts other service providers in the operations of the Trust in accordance with the 1940 Act, other applicable federal and state laws, and the Declaration of Trust.
The Board meets at least four times throughout the year. The Board generally meets in person, but may meet by telephone or videoconference as permitted by the 1940 Act. In addition, the Trustees may meet in person or by telephone or videoconference at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management.
Board Leadership. The Board is led by its Chairperson, Ms. Janine L. Cohen, who is also an Independent Trustee. The Chairperson generally presides at all Board Meetings. The Chairperson facilitates communication and coordination between the Trustees and management. The Chairperson also reviews meeting agendas for the Board and the information provided by management to the Trustees. The Chairperson works closely with Trust counsel and counsel to the Independent Trustees. The Chairperson is also assisted by the Trusts President, who, with the assistance of the Trusts other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Funds service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairperson and all out of five Trustees as Independent Trustees, is appropriate and in the best interests of the Trust. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
Board Committees. The Board has established the following standing committees:
Audit Committee: The principal functions of the Audit Committee are: (i) to appoint, retain and oversee the Trusts independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to act as the Trusts qualified legal compliance committee (QLCC), as defined in the regulations under the Sarbanes-Oxley Act; and (iv) to act as a proxy voting committee if called upon under the Trusts Proxy Voting Policies and Procedures when a matter with respect to which a series of the Trust is entitled to vote presents a conflict between the interest of the series shareholders, on the one hand, and those of the series investment manager, on the other hand. Messrs. Robert E. Morrison, Clifford N. Schireson, and Keith Shintani and Mses. Janine L. Cohen and Jacqueline A. Williams are the members of the Audit Committee. Mr. Schireson is the Chairperson of the Audit Committee and presides at its meetings. The Audit Committee met five times during the Funds prior fiscal year ended May 31, 2025.
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Nominations and Governance Committee (the Governance Committee): The Governance Committee nominates and selects persons to serve as members of the Board, including Independent Trustees and interested Trustees and assists in reviewing the Trusts governance practices and standards. In selecting and nominating persons to serve as Independent Trustees, the Governance Committee will not consider nominees recommended by shareholders of the Trust unless required by law. Messrs. Morrison, Schireson and Shintani, and Mses. Cohen and Williams are the members of the Governance Committee. Mr. Morrison is the Chairperson of the Governance Committee and presides at its meetings. The Governance Committee met four times during the Funds prior fiscal year ended May 31, 2025.
15(c) Contracts Committee: The 15(c) Contracts Committee is responsible for the oversight of the Funds 15(c) contract review process. Messrs. Morrison, Schireson, and Shintani, and Mses. Cohen and Williams are the members of the 15(c) Contracts Committee. Ms. Williams is the Chairperson of the 15(c) Contracts Committee. The 15(c) Contracts Committee met twice during the Funds prior fiscal year ended May 31, 2025.
Qualifications of the Trustees. The Governance Committee reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Trustee, the Governance Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance Committee believes contribute to the oversight of the Trusts affairs. The Board has concluded, based on the recommendation of the Governance Committee, that each Trustees experience, qualifications, attributes or skills both on an individual basis and in combination with the other Trustees, that each Trustee is qualified to serve on the Board. The Board believes that the Trustees ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. In determining that a particular Trustee is and will continue to be qualified to serve as a Trustee, the Board considers a variety of criteria, none of which, in isolation, is controlling.
In addition to the Trustee qualifications listed above, each of the Trustees has additional Trustee qualifications including, among other things, the experience identified in the Trustees and Executive Officers table included in Appendix A and as follows:
Independent Trustees.
Janine L. Cohen, retired, was an executive at AER Advisors, Inc. (AER) from 2004 through her retirement in 2013. Ms. Cohen served as the Chief Financial Officer (CFO) from 2004 to 2013 and Chief Compliance Officer (CCO) from 2008 to 2013 at AER. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to those roles at AER, Ms. Cohen was a Senior Vice President at State Street Bank. Ms. Cohen has over 30 years of experience in the financial services industry. She holds a B.S. in Accounting and Math from the University of Minnesota and is a Certified Public Accountant. Ms. Cohen has been the Chairperson since October 2019 and a Trustee since January 2016.
Jacqueline A. Williams has served as the Managing Member of Custom Strategies Consulting, LLC since 2017, where she provides consulting services to investment managers. Prior to that, she served as a Managing Director of Global Investment Research for Cambridge Associates, LLC since 2005. Earlier in her career, Ms. Williams served as a Principal at Equinox Capital Management, LLC where she was chairperson of the stock selection committee and the firms financial services analyst. Ms. Williams also served as an Investment Analyst at IBJ Schroder Bank & Trust Company where she monitored U.S. financial services stocks. Ms. Williams has over 25 years of experience in the investment management industry. Ms. Williams earned an A.B. in Religion from Duke University and a Ph.D. in Religious Studies from Yale University. She has been a Chartered Financial Analyst charter holder since 1990. Ms. Williams has been a Trustee since June 2019.
Clifford N. Schireson, retired, was founder of Schireson Consulting, LLC which he launched in 2017, until his retirement in 2021. Prior to that, Mr. Schireson was Director of Institutional Services from 2004 to 2017 at Brandes Investment Partners, LP, an investment advisory firm, where he also was co-head of fixed income and a member of the fixed-income investment committee. From 1998 to 2004, he was a Managing Director at Weiss, Peck & Greer
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LLC specializing in fixed-income products for both taxable and municipal strategies for institutional clients. Mr. Schireson has over 20 years of experience in the investment management industry as well as 20 years of experience in the investment banking industry. Mr. Schireson holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. Mr. Schireson has been a Trustee since June 2019.
Robert E. Morrison serves as a Managing Director at Midwest Trust and FCI Advisors, where he has worked since February 2022. Previously, Mr. Morrison was a Senior Vice President at Huntington Private Bank, where he worked from 2014 until 2022. From 2006 to 2014, he served as the CEO, President and Chief Investment Officer of 5 Star Investment Management. Mr. Morrison has a B.S. in Forestry Management from Auburn University and is a graduate of the Personal Financial Planning program of Old Dominion University. Mr. Morrison previously served on the Ultimus Managers Trust Board of Trustees as the Founding Chairman of the Trust in 2012. Mr. Morrison resigned from the Board in 2014 as a result of a business conflict that no longer exists. Mr. Morrison has over 32 years of financial services experience, focusing on asset management and wealth management. Mr. Morrison has been a Trustee since June 2019.
Keith Shintani, retired, served as a Senior Vice President of Relationship Management at U.S. Bank Global Fund Services, where he worked from 1998 until June 2022. Previously, Mr. Shintani was Director of Finance at Charles Schwab Investment Management, where he worked from January 1997 through December 1997. From 1993 to 1995, he served as a Manager of Mutual Fund Operations of PIMCO Advisors L.P. From 1989 to 1993, Mr. Shintani served as a Variable Products Manager of Pacific Life Insurance Company. From 1986 to 1989, he served as a Senior Accountant of Deloitte and Touche. Mr. Shintani has a B.S. in Accounting from University of Southern California. Mr. Shintani has been a Trustee since January 2024.
References above to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
Risk Oversight. The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its committees, reviews reports from, among others, the Adviser, the Trusts CCO, the Trusts independent registered public accounting firm, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser, with respect to the Funds investments and trading activities, and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser, with respect to the Funds investments and trading activities, and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board or the Adviser or other service providers. The Independent Trustees meet separately with the Trusts CCO at least annually, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. As part of its oversight function, the Board also may hold special meetings or communicate directly with Trust management or the Trusts CCO to address matters arising between regular meetings.
The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including the Funds investment performance, as well as reports regarding the valuation of the Funds securities (when applicable). The Board also receives quarterly reports from the Funds administrator (the Administrator), transfer agent (the Transfer Agent) and distributor (the Distributor) on regular quarterly items and, where appropriate and as needed, on specific issues. In addition, in its annual review of the Funds investment advisory agreement (the Advisory Agreement), the Board reviews information provided by the Adviser relating to its operational capabilities, financial condition and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Boards committee structure.
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Trustees Ownership of Fund Shares. The following table shows each Trustees beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the Trust overseen by the Trustee. Information is provided as of December 31, 2024.
Name of Trustee | Dollar
Range of Shares of the Fund Owned by Trustee |
Aggregate
Dollar Range of Shares Owned of All Funds in Trust Overseen by Trustee |
Independent Trustees | ||
Janine L. Cohen | $10,001 - $50,000 | over $100,000 |
Jacqueline A. Williams | None | None |
Clifford N. Schireson | None | None |
Robert E. Morrison | None | None |
Keith Shintani | None | None |
Ownership In Fund Affiliates. As of December 31, 2024, none of the Independent Trustees, nor members of their immediate families, owned, beneficially or of record, securities of the Adviser, the Distributor or any affiliate of the Adviser or the Distributor.
Trustee Compensation. No director, officer or employee of the Adviser or the Distributor receives any compensation from the Trust for serving as an officer or Trustee of the Trust. As of January 1, 2024, each Independent Trustees receives a $600 per meeting fee and a $1,300 annual retainer for each series of the Trust, except the Chairperson who receives a $2,000 annual retainer, the Chairperson of the Audit Committee and the Chairperson of the 15(c) Contract Committee, each of whom receives a $1,700 annual retainer for serving as such. The Trust reimburses each Trustee for their travel and other expenses incurred by attending meetings.
The following table provides the amount of compensation paid to each Trustee during the Funds fiscal year ended May 31, 2025:
Name of Trustee | Aggregate From the Fund |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation From all Funds Within the Trust |
Independent Trustees | ||||
Janine L. Cohen | $3,300 | None | None | $145,800 |
Jacqueline A. Williams | $3,075 | None | None | $136,800 |
Clifford N. Schireson | $3,075 | None | None | $136,800 |
Robert E. Morrison | $2,775 | None | None | $124,800 |
Keith Shintani | $2,775 | None | None | $124,800 |
Principal Holders of Voting Securities. As of September 2, 2025, the Trustees and officers of the Trust as a group beneficially owned (i.e., had direct or indirect voting and/or investment power) less than 1% of the then-outstanding shares of the Fund. On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of the Fund:
Name and Address of Record Owner | Percentage Ownership |
CHARLES SCHWAB & CO INC/SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO, CA 94105 |
99.96% |
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A shareholder owning of record or beneficially more than 25% of the Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting than the vote of other shareholders.
INVESTMENT ADVISER
Evolutionary Tree Capital Management, LLC, located at 1199 N. Fairfax Street, Suite 801, Alexandria, Virginia 22314, serves as the investment adviser to the Fund pursuant to an Investment Advisory Agreement dated September 4, 2020 (the Investment Advisory Agreement). The Adviser was organized in 2017. The Adviser is controlled by Thomas Ricketts, who is the majority owner of the Adviser and Portfolio Manager of the Fund.
Subject to the Funds investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio.
The Investment Advisory Agreement remains in effect for an initial term of two years and thereafter for periods of one year only so long as such renewal and continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds outstanding voting securities, provided the continuance is also approved by a majority of the Independent Trustees. The Investment Advisory Agreement is terminable without penalty on 60 days notice by the Board or by vote of a majority of the outstanding voting securities of the Fund. The Investment Advisory Agreement provides that it will terminate automatically in the event of its assignment, as such term is defined in the 1940 Act.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.80% of its average daily net assets. The Adviser has contractually agreed, until October 31, 2026, to reduce its Management Fee and reimburse other Fund expenses to the extent necessary to limit Total Annual Operating Expenses of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired Fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 1.22% of the A Class Shares average daily net assets and 0.97% of the I Class Shares average daily net assets. Any such Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for, a period of thirty-six (36) months after the date that such fees and expenses were incurred, provided that the repayments do not cause Total Annual Operating Expenses (exclusive of such reductions and/or reimbursements) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred.
The Adviser manages the Funds investments in accordance with the stated investment objective and policies of the Fund, subject to the oversight of the Board. The Adviser is responsible for investment decisions, and provides the Fund with a portfolio manager to execute purchases and sales of securities. The Investment Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
The table below provides the compensation paid to the Adviser by the Fund after Management Fee reductions and expense reimbursements made by the Adviser during the following fiscal years:
Fiscal Year Ended May 31 | Management Fees Accrued |
Management Fee Reductions |
Expense Reimbursements |
Net
Advisory Fees Received by Adviser |
2025 | $244,209 | $236,760 | $0 | $7,449 |
2024 | $208,980 | $208,980 | $24,819 | $0 |
2023 | $155,969 | $155,969 | $92,914 | $0 |
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Portfolio Manager. The Fund is managed by Thomas Ricketts (the Portfolio Manager), who has primary responsibility for the day-to-day implementation of investment strategies for the Fund.
Other Accounts Managed by Portfolio Manager. In addition to the Fund, the Portfolio Manager is responsible for the day-to-day management of certain other accounts. The table below shows the number of, and total assets in, such other accounts as of May 31, 2025.
Portfolio Manager | Type of Accounts | Total
Number of Other Accounts Managed |
Total
Assets of Other Accounts Managed (million) |
Number
of Accounts Managed with Advisory Fee Based on Performance |
Total
Assets of Accounts Managed with Advisory Fee Based on Performance (million) |
Thomas Ricketts | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 80 | $69.1 | 0 | $0 |
Potential Conflicts of Interest. The Portfolio Manager serves as portfolio manager for the Fund and provides investment advice to other accounts (Other Accounts). The Portfolio Managers management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Funds investments, on the one hand, and the investments of the Other Accounts, on the other. A potential conflict of interest may arise where an Other Account has the same investment objective as the Fund or where a particular investment may be suitable for both, the Fund and the Other Accounts, whereby the Portfolio Manager could favor one account over another. However, the Adviser has established policies and procedures to ensure that such investments will be allocated between the Fund and the Other Accounts pro rata based on the assets under management or in some other manner determined to be fair and equitable.
A potential conflict of interest may arise as a result of the Portfolio Managers day-to-day management of the Fund and Other Accounts. The Portfolio Manager knows the size and timing of trades for the Fund and the Other Accounts, and may be able to predict the market impact of the Funds trades. It is theoretically possible that the Portfolio Manager could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Fund, or vice versa. The Adviser has established a trade rotation policy and procedure to mitigate the risk of this potential conflict.
Compensation. Mr. Ricketts is not compensated directly by the Fund. Rather, Mr. Ricketts is the principal owner of the Adviser and, therefore, draws compensation from its profits. As such, performance and asset levels of the Fund will directly affect the profits of the Adviser and indirectly the total compensation paid to Mr. Ricketts.
Ownership of Fund Shares. The table below shows the value of shares of the Fund beneficially owned by the Portfolio Manager of the Fund at the end of the fiscal period ended May 31, 2025, stated as one of the following ranges: None; $1–$10,000; $10,001–$50,000; $50,001–$100,000; $100,001–$500,000; $500,001–$1,000,000; or over $1,000,000.
Name of Portfolio Manager | Dollar Range of Shares of the Fund |
Thomas Ricketts | $100,001 – $500,000 |
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PORTFOLIO TRANSACTIONS
Pursuant to the Investment Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Funds investment objective, policies and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Funds portfolio transactions.
Purchases and sales of portfolio securities that are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Fund, where possible, will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment consistent with its obligation to seek best execution and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Other factors that may be considered include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research (including economic forecasts, fundamental and technical advice on securities, valuation advice on market analysis); custodial and other services provided for the enhancement of the Advisers portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). Subject to these considerations, brokers who provide investment research to the Adviser may receive orders for transactions on behalf of the Fund. Information so received is in addition to and not in lieu of services required to be performed by the Adviser and does not reduce the fees payable to the Adviser by the Fund. Such information may be useful to the Adviser in serving both the Fund and other clients and, conversely, supplemental information obtained by the placement of brokerage orders of other clients may be useful to the Adviser in carrying out its obligations to the Fund In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealers compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost for the reasons discussed above.
Consistent with the foregoing, under Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Adviser may include, without limitation: information on the U.S. and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with brokerage firms, custodians and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs and access to computer databases. In some instances, research products or services received by the Adviser may also be used by the Adviser for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, the Adviser will make a reasonable allocation according to its use and will pay for the non-research function in cash using its own funds.
Subject to the requirements of the 1940 Act and procedures adopted by the Board, the Fund may execute portfolio transactions through any broker or dealer and pay brokerage commissions to a broker (i) which is an affiliated person of the Trust, or (ii) which is an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Trust, the Adviser or the Trusts principal underwriter.
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The Fund paid the following brokerage commissions during the following fiscal year:
Fiscal Year Ended May 31 | Brokerage Commission Paid |
2025 | $6,017 |
2024 | $6,293^ |
2023 | $14,560 |
^ | Brokerage commissions for the fiscal year ended May 31, 2024 were lower than the brokerage commissions for the fiscal year ended May 31, 2023 because fewer shares were traded. |
THE DISTRIBUTOR
Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund pursuant to a Distribution Agreement (the Distribution Agreement). The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus.
By its terms, the Distribution Agreement will continue in effect for periods of one year so long as such renewal and continuance is approved at least annually by (1) the Board or (2) a vote of the majority of the Funds outstanding voting shares; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated at any time, on sixty days written notice, without payment of any penalty, by the Trust or by the Distributor. The Distribution Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder. Under the Distribution Agreement, the Distributor was paid $10,444 for its services by the Adviser for the fiscal year ended May 31, 2025.
OTHER SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Administrator, fund accountant and Transfer Agent to the Fund pursuant to a Master Services Agreement.
As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Adviser under the Investment Advisory Agreement). Ultimus has agreed to perform or arrange for the performance of the following services (under the Master Services Agreement, Ultimus may delegate all or any part of its responsibilities thereunder):
● | prepare and assemble reports required to be sent to the Funds shareholders and arrange for the printing and dissemination of such reports; |
● | assemble reports required to be filed with the SEC and file such completed reports with the SEC; |
● | file the Funds federal income and excise tax returns and the Funds state and local tax returns; |
● | assist and advise the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and |
● | make such reports and recommendations to the Board as the Board reasonably requests or deems appropriate. |
As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles
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cash movements with the custodian, verifies and reconciles with the custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.
As Transfer Agent, Ultimus performs the following services in connection with the Funds shareholders: maintains records for the Funds shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.
Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Master Services Agreement.
The Master Services Agreement between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Master Services Agreement, is renewed automatically for successive one-year periods.
The Master Services Agreement provides that Ultimus shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Master Services Agreement relates, except a loss from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from the reckless disregard by Ultimus of its obligations and duties thereunder.
During the fiscal year listed below, Ultimus received the following fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent:
Fiscal Year Ended May 31 | Administration | Fund Accounting | Transfer Agent |
2025 | $41,751 | $44,113 | $31,933 |
2024 | $34,650 | $41,498 | $30,240 |
2023 | $28,935 | $36,780 | $27,997 |
Custodian
U.S. Bank, N.A. (the Custodian), located at 425 Walnut Street, Cincinnati, Ohio 45202 serves as custodian to the Fund pursuant to a Custody Agreement. The Custodians responsibilities include safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds investments.
Independent Registered Public Accounting Firm
Cohen & Company, Ltd. (Cohen & Co), located at 1835 Market Street, Suite 310, Philadelphia, PA 19103, serves as the Independent Registered Public Accounting Firm for the Fund. Cohen & Co. audits the annual financial statements of the Fund. Cohen & Co Advisory, LLC, an affiliate of Cohen & Co, provides tax services as requested.
Legal Counsel
Sullivan & Worcester, LLP, located at 1666 K Street, NW, Suite 700, Washington, DC 20006, serves as legal counsel to the Trust and the Trusts Independent Trustees.
Compliance Consulting Agreement
Under the terms of a Compliance Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (NLCS), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, provides an individual with the requisite background and familiarity with the federal securities laws to serve as the Trusts CCO and to administer the Trusts compliance policies and procedures. For these services, the Fund pays NLCS a base fee of $12,000 per annum, plus an asset-based fee computed at the annual rate of 0.005% of the average net assets of the
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Fund in over $500 million up to $1.5 billion; 0.0025% of the average net assets of the Fund over $1.5 billion up to $3 billion; and 0.00125% of the average net assets of the Fund over $3 billion. In addition, the Fund reimburses NLCS for its reasonable out-of-pocket expenses relating to these compliance services. The Fund paid Ultimus $12,000 for compliance services for the fiscal year ended May 31, 2025.
DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the Plan) for its A Class of shares. See the section entitled Distribution Plan in the Prospectus for additional information on the specifics of the Plan. As required by Rule 12b-1, the Plan was approved by the Board and separately by a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Plan. The Plan provides that the Trusts Distributor or Treasurer shall provide to the Board, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes of such expenditures. The Board will take into account the expenditures for purposes of reviewing operation of the Plan and in connection with their annual consideration of the renewal of the Plan.
Under the Plan, the Fund on behalf of the A Class shares, may annually expend up to 0.25% of the Funds average daily net assets attributable to A Class shares to pay for any activity primarily intended to result in the sale of those shares and the servicing of shareholder accounts, provided that the Board has approved the category of expenses for which payment is being made. In connection therewith, the A Class shares of the Fund may pay up to 0.25% of its average daily net assets to the Distributor, as compensation for services or other activities that are primarily intended to result in the sale of shares. Under the Plan, the Distributor will only be reimbursed for such expenses actually incurred. The Distributor may enter into selling agreements with one or more selling agents under which such agents may receive compensation for distribution-related services from the Distributor, including, but not limited to, commissions or other payments to such agents based on the average daily net assets of the A Class shares attributable to them. The Fund does not participate in any joint distribution activities with other investment companies.
The Plan provides potential benefits to the Fund including, without limitation, improved shareholder services and savings in certain operating expenses. The Plan is also expected to benefit shareholders by providing funds for selling arrangements to assist the Fund to reach and maintain sufficient size to efficiently implement its principal investment strategies and to achieve economies of scale in the Funds service provider relationships.
The amount of distribution and service fees incurred by the Fund under the Plan during the last fiscal year is listed below:
Fiscal Year ended May 31 |
Total Distribution |
Compensation to Broker- Dealers |
Compensation to Distributor |
Other Registered Rep Related Fees |
Advertising | Printing
of Prospectuses for Non- Shareholders |
2025 | $7,946 | $8,012 | $0 | $0 | $0 | $0 |
GENERAL INFORMATION
Other Payments by the Fund. The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary, or (2) the number of Fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the Fund may pay to financial intermediaries pursuant to the Funds distribution plan, if any.
Other Payments by the Adviser. The Adviser, in its discretion, may make payments from its own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, its service
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providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of its distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediarys retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediarys retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial intermediarys retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser may also make payments from its own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial intermediaries customers, a flat fee or other measures as determined from time to time by the Adviser. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.
Description of Shares
The Trust is an unincorporated business trust organized under Ohio law on February 28, 2012. The Declaration of Trust authorizes the Board to divide shares into series, each series relating to a separate portfolio of investments, and to further divide shares of a series into separate classes. The shares of the Fund are currently divided into two classes: A Class and I Class, which are described in the Funds Prospectuses. Additional classes of shares may be created at any time. In the event of a liquidation or dissolution of the Trust or an individual series or class, shareholders of a particular series or class would be entitled to receive the assets available for distribution belonging to such series or class. Shareholders of a series or class are entitled to participate equally in the net distributable assets of the particular series or class involved on liquidation, based on the number of shares of the series or class that are held by each shareholder. If any assets, income, earnings, proceeds, funds or payments are not readily identifiable as belonging to any particular series or class, the Board shall allocate them among any one or more series or classes as the Board, in its sole discretion, deems fair and equitable. Subject to the Declaration of Trust, determinations by the Board as to the allocation of liabilities, and the allocable portion of any general assets, with respect to the Fund and each Fund class is conclusive.
The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares of each fund, each of which represents an equal proportionate interest in that fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the fund. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. Share certificates representing shares will not be issued.
Shares of the Fund, when issued, are fully paid and non-assessable. Shares have no subscription, preemptive or conversion rights. Shares do not have cumulative voting rights. Shareholders are entitled to one vote for each full share held and a fractional vote for each fractional share held. Shareholders of all series and classes of the Trust, including the Fund, will vote together and not separately, except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. Rule 18f-2 under the 1940 Act provides, in substance, that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively
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acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter. A series or class is affected by a matter unless it is clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement, a distribution plan or any change in a fundamental investment policy would be effectively acted upon with respect to a series or class only if approved by a majority of the outstanding shares of such series or class. However, the Rule also provides that the ratification of the appointment of independent accountants and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
Trustee Liability
The Declaration of Trust provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of their duties to the Trust and its holders of beneficial interest. It also provides that all third parties shall look solely to the Trusts property for satisfaction of claims arising in connection with the affairs of the Trust. With the exceptions stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
Trust Liability
Under Ohio law, liabilities of the Trust to third persons, including the liabilities of any series, extend to the whole of the trust estate to the extent necessary to discharge such liabilities. However, the Declaration of Trust contains provisions intended to limit the liabilities of each series to the applicable series and the Trustees and officers of the Trust intend that notice of such limitation be given in each contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees or officers. There is no guarantee that the foregoing steps will prove effective or that the Trust will be successful in preventing the assets of one series from being available to creditors of another series.
Code of Ethics
The Trust, the Adviser and the Distributor have each adopted a code of ethics (each a COE and, collectively, the COEs) that is designed to prevent their respective personnel subject to the COEs from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to the COEs). These COEs permit personnel subject to the COEs to invest in securities, including securities that may be purchased or held by the Fund, but prohibit such personnel from engaging in personal investment activities which compete with or attempt to take advantage of the Funds planned portfolio transactions. Each of these parties monitors compliance with its respective COE.
Anti-Money Laundering Program
The Trust has adopted an anti-money laundering (AML) program, as required by applicable law, that is designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. The Trusts AML Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at certain of the Funds service providers are also responsible for monitoring aspects of the AML program. The AML program is subject to the continuing oversight of the Board.
Proxy Voting Policies and Procedures
The Trust and the Adviser have adopted Proxy Voting Policies and Procedures that describe how the Fund intends to vote proxies relating to portfolio securities. The Proxy Voting Policies and Procedures of the Trust and the Adviser are attached to this SAI as Appendix B and Appendix C, respectively. No later than August 31st of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30th is available without charge upon request by calling 1-833-517-1010, on the Funds website at mutualfund.evolutionarytree.com or on the SECs website at www.sec.gov.
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Portfolio Holdings Disclosure Policy
The Board has adopted policies with respect to the disclosure of the Funds portfolio holdings. These policies generally prohibit the disclosure of information about the Funds portfolio to third parties prior to (i) the filing of the information with the Securities and Exchange Commission (the SEC) in a required filing, or (ii) the day after the information is posted to the Funds website. The Fund is required to include a schedule of portfolio holdings in its audited and unaudited Financial Statements to shareholders, which are sent to shareholders within 60 days of the end of the second and fourth fiscal quarters and filed with the SEC on Form N-CSR within 70 days of the end of the second and fourth fiscal quarters. The Fund is also required to file a schedule of portfolio holdings with the SEC on Form N-PORT within 60 days of the end of the first and third fiscal quarters. The Fund must provide a copy of the complete schedule of portfolio holdings as filed with the SEC to any shareholder of the Fund, upon request, free of charge.
As described below, the policies allow for disclosure of non-public portfolio information to third parties if the following criteria are met, as determined by the Trusts Chief Compliance Officer (the CCO): (1) there is a legitimate business purpose for the disclosure; (2) the party receiving the portfolio holdings information is subject to a one or more Conditions of Confidentiality (as defined below); and (3) disclosure is consistent with the antifraud provisions of the federal securities laws and, with respect to disclosure made or directed to be made by the Adviser, the Advisers fiduciary duties. Conditions of Confidentiality include (1) confidentiality clauses in written agreements, (2) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), or (3) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships).
Under the policies, the Trust, the Fund, the Adviser and any service provider to the Trust are prohibited from receiving compensation or other consideration in connection with disclosing information about the Funds portfolio to third parties.
Consistent with these policies, the Fund may include in marketing literature and other communications to shareholders or other parties a full schedule of portfolio holdings, top ten portfolio positions and certain other portfolio characteristics (such as sector or geographic weightings) that have already been made public through the Funds website or through an SEC filing, provided that, in the case of portfolio information made public solely through the Funds website, the information is disclosed no earlier than the day after the date of posting to the website.
The Fund releases non-public portfolio holdings information to certain third-party service providers on a daily basis in order for those parties to perform their duties on behalf of the Fund. These service providers include the Adviser, Distributor, Transfer Agent, fund Accountant, Administrator and Custodian. The Fund also periodically discloses portfolio holdings information on a confidential basis to other third parties that provide services to the Fund, such as the Funds auditors, legal counsel, proxy voting services (if applicable), printers, brokers and pricing services. The lag between the date of the information and the date on which the information is disclosed will vary based on the nature of the services provided by the party to whom the information is disclosed. For example, the information may be provided to the Funds auditors within days after the end of the Funds fiscal year in connection with the Funds annual audit, while the information may be given to legal counsel or prospective third-party service providers without any time lag.
Below is a table that lists the service provider that currently receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
Type of Service Provider | Typical Frequency of Access to Portfolio Information |
Restrictions on Use |
Adviser | Daily | Contractual and Ethical |
Administrator, Fund Accountant, Transfer Agent and Distributor | Daily | Contractual and Ethical |
Custodian | Daily | Ethical |
Accountants | During annual audit | Ethical |
Legal counsel | Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsels review | Ethical |
Printers/Typesetters | Twice a year – printing of unaudited and audited Financial Statements | No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old |
Broker/dealers through which the Fund purchases and sells portfolio securities | Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Funds entire portfolio | Contractual and Ethical |
N-PORT and N-CEN Vendors | Monthly or Annually | Contractual and Ethical |
Pricing and Liquidity Vendors | Daily | Contractual and Ethical |
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The Fund also may enter into ongoing arrangements to release portfolio holdings to Morningstar, Inc., Lipper, Inc., Bloomberg, Standard & Poors, Thompson Financial and Vickers-Stock (Rating Agencies) in order for those organizations to assign a rating or ranking to the Fund. In these instances, information about the Funds portfolio would generally be supplied within approximately 25 days after the end of the month. The Rating Agencies may make the Funds top portfolio holdings and other portfolio characteristics available on their websites and may make the Funds complete portfolio holdings available to their subscribers for a fee. Neither the Fund, the Adviser, a sub-adviser, nor any of their affiliates receive any portion of this fee.
Upon approval of the CCO, the Fund may also disclose portfolio information pursuant to regulatory request, court order or other legal proceeding.
Except as described above, the Fund is prohibited from entering into any arrangements with any person to make available information about the Funds portfolio holdings without the prior authorization of the CCO. The Adviser must submit any proposed arrangement pursuant to which it intends to disclose the Funds portfolio holdings to the CCO, who will review such arrangement to determine whether the arrangement is in the best interests of Fund shareholders. To the extent that the disclosure of the Funds portfolio holdings information creates a conflict between the Fund, on the one hand, and the Funds adviser, principal underwriter, and any other affiliated person of the Fund, their investment adviser, or their principal underwriter on the other hand, the CCO shall determine how to resolve the conflict in the best interests of the Fund, and shall report such determination to the Board at the end of the quarter in which such determination was made.
To oversee the Disclosure Policy and the Fund Policy, the Trustees consider reports and recommendations by the CCO regarding the adequacy and implementation of the compliance programs of the Trust and its service procedures adopted pursuant to Rule 38a-1 under the 1940 Act. The Trustees reserve the right to amend the Disclosure Policy at any time without prior notice to shareholders in its sole discretion.
Other Expenses
In addition to the Management Fee and the Funds Plan fees for the A Class, the Fund pays all expenses associated with the Fund not expressly assumed by the Adviser, including, without limitation, the fees and expenses of its independent registered public accounting firm and of its legal counsel; the fees of the Administrator, Distributor, and Transfer Agent; the costs of printing and mailing to shareholders audited and unaudited Financial Statements, proxy statements, prospectuses, SAIs and supplements thereto; bank transaction charges and custody fees; any costs associated with shareholder meetings, including proxy solicitors fees and expenses; registration and filing fees; federal, state or local income or other taxes; interest; membership fees of the Investment Company Institute and similar organizations; fidelity bond and liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
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Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the S&P 500® Index. The S&P 500® Index which is a broad-based stock market index, consisting of the largest U.S. public companies.
Trust Contracts
The Trust enters into contractual arrangements with various parties, including, among others, the Funds investment adviser, custodian, transfer agent, accountants, administrator and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or third-party) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.
This SAI and the Prospectuses provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this SAI, the Prospectuses or any document filed as an exhibit to the Trusts registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectuses. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the Prospectuses are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof; such laws and regulations may be changed by legislative, judicial, or administrative action. Investors are advised to consult their tax advisors with specific reference to their own tax situations.
Qualification as a Regulated Investment Company
The Fund has qualified and intends to remain qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, the Fund must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Fund must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Funds business of investing in such stock, securities, or currencies, and net income derived from an investment in a qualified publicly traded partnership as defined in section 851(h) of the Code (the source-of-income test). Any income derived by the Fund from a partnership (other than a qualified publicly traded partnership) or trust is treated as derived with respect to the Funds business of investing in stock, securities, or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Fund in the same manner as by the partnership or trust.
The Fund may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year (the asset diversification tests). In general, at least 50% of the value of the Funds total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Fund nor more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Funds total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Treasury Regulations, engaged
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in the same or similar or related trades or businesses; or the securities of one or more qualified publicly traded partnerships.
The Fund intends to satisfy all of the requirements of the source-of-income test and the asset diversification tests on an ongoing basis for continued qualification as a regulated investment company.
If the Fund fails to meet either the asset diversification test with respect to a taxable quarter or the source-of-income test with respect to a taxable year, the Code provides several remedies, provided certain procedural requirements are met, which will allow the Fund to retain its status as a regulated investment company. There is a remedy for failure to satisfy the asset diversification tests, if the failure was due to reasonable cause and not willful neglect, subject to certain divestiture and procedural requirements and the payment of a tax. In addition, there is a remedy for a de minimis failure of the asset diversification tests, which would require corrective action but no tax. In addition, the Code allows for the remedy of a failure of the source-of-income test, if the failure was due to reasonable cause and not willful neglect, subject to certain procedural requirements and the payment of a tax.
If for any taxable year the Fund does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). Such distributions will be taxable to the shareholders as dividends to the extent of the Funds current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction (DRD) in the case of corporate shareholders or (ii) treatment as qualified dividend income in the case of noncorporate shareholders, provided in each case that certain holding period and other requirements are met. Failure to qualify as a regulated investment company would have a negative impact on the Funds income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.
Fund Distributions
The Fund anticipates distributing substantially all of its investment company taxable income and net tax-exempt interest (if any) for each tax year. Distributions paid to you generally may be characterized as ordinary income. A portion of these distributions may qualify for the DRD when paid to certain corporate shareholders.
Under current tax law, qualifying corporate dividends are taxable at long-term capital gains tax rates. The long-term capital gains rate for individual taxpayers is currently at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels.
Taxable dividends paid by the Fund to corporate shareholders will be taxed at corporate income tax rates. Corporate shareholders may be entitled to a DRD for a portion of the dividends paid and designated by the Fund as qualifying for the DRD.
If the Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether the dividend was received in cash or reinvested in additional shares. All taxable dividends paid by the Fund other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares. To the extent the Fund engages in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their net investment income, which should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.
Individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from real estate investment trusts (REITs) and certain taxable income from publicly traded partnerships. Regulated investment companies that receive qualified REIT dividend income may designate such amounts as Section 199A dividends. Qualified REIT dividend income is the excess of qualified REIT dividends
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received by the regulated investment company over the amount of the regulated investment companys deductions that are properly allocable to such income. If the Fund designates a dividend as a Section 199A distribution, it may be treated by shareholders as a qualified REIT dividend that is taxed as ordinary income and for non-corporate taxpayers eligible for the 20% deduction for qualified business income under Code section 199A. Generally, only non-corporate shareholders who have held their shares for more than 45 days during the 91-day period beginning on the date which is 45 days prior to the ex-dividend date for such dividend are eligible for such treatment.
Shareholders who hold Fund shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
The Fund will designate (1) any distribution that constitutes a qualified dividend as qualified dividend income; (2) any tax-exempt distribution as an exempt-interest dividend; (3) any distribution of long-term capital gains as a capital gain dividend; (4) any dividend eligible for the corporate dividends received deduction; and (5) any distribution that is comprised of qualified REIT dividend income as a Section 199A dividend as such in a written notice provided to shareholders after the close of the Funds taxable year. Shareholders should note that, upon the sale or exchange of Fund shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
The Fund will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or reinvested in Fund shares and no matter how long the shareholder has held Fund shares, even if they reduce the NAV of shares below the shareholders cost, and thus, in effect, result in a return of a part of the shareholders investment.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholders gross income for the taxable year in which the shareholder receives the distribution. However, if the Fund declares a dividend in October, November, or December but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Each year, shareholders will receive a statement detailing the tax status of any Fund distributions for that year.
The Funds net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards. Capital losses may be carried forward to offset any capital gains.
Excise Tax
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid the imposition of any excise tax liability.
Sale, Exchange, or Repurchase of Shares
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholders holding period for Fund shares. An exchange of shares is treated as a sale and any gain may be subject to tax. An exchange of shares is generally treated as a sale and any gain may be subject to tax. All or a portion of any loss so recognized may be disallowed if you purchase (for example, by reinvesting dividends) shares of the same Fund within 30 days before or after the sale, exchange or repurchase (a wash sale). If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares purchased.
Shareholders should note that, upon the sale of Fund shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as a long-term capital loss to the
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extent of the capital gains dividends received with respect to the shares. Any capital loss arising from the sale, exchange or repurchase of shares held for six months or less, however, will be treated as a long-term capital loss to the extent of the amount of distributions of net capital gain received on such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. Capital losses in any tax year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
The repurchase or transfer of shares may result in a taxable gain or loss to a tendering shareholder. Different tax consequences may apply for tendering and non-tendering shareholder in connection with a repurchase offer. For example, if a shareholder does not tender all of his or her shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes, and may result in deemed distributions to non-tendering shareholder. On the other hand, shareholder holding shares as capital assets who tender all of their shares (including shares deemed owned by shareholders under constructive ownership rules) will be treated as having sold their shares and generally will recognize capital gain or loss. The amount of the gain or loss will be equal to the difference between the amount received for the shares and the shareholder adjusted tax basis in the relevant shares. Such gain or loss generally will be a long-term capital gain or loss if the shareholder has held such shares as capital assets for more than one year. Otherwise, the gain or loss will be treated as short-term capital gain or loss.
Backup Withholding
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 24%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who have failed to provide a correct taxpayer identification number in the manner required, who are subject to withholding by the Internal Revenue Service (IRS) for failure to include properly on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so, or that they are exempt recipients.
Foreign Taxes
Dividends and interest received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Funds stock or securities. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of the Funds total assets at the close of its taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to the election, the Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders federal income tax. If the Fund makes the election, such Fund (or its administrative agent) will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. If the Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by the Fund.
A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged
30
accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.
State and Local Taxes
Depending upon the extent of the Funds activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Foreign Shareholders
The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. shareholders (i.e., U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Non-U.S. shareholders who are not U.S. persons should consult their tax advisors regarding U.S. and foreign tax consequences of ownership of shares of the Fund including the likelihood that taxable distributions to them (including any deemed distributions with respect to a repurchase offer) would be subject to withholding of U.S. tax at a rate of 30% (or a lower treaty rate for eligible investors).
Dividends paid by the Fund to non-U.S. shareholders may be subject to U.S. withholding tax at the rate of 30% unless reduced by treaty (and the shareholder files a valid IRS Form W-8BEN, or other applicable form, with the Fund certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an IRS Form W-8ECI, or other applicable form, with the Fund certifying that the investment to which the distribution relates is effectively connected to a U.S. trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by such non-U.S. shareholder). The Fund may elect not to withhold the applicable withholding tax on any distribution representing a capital gains dividend to a non-U.S. shareholder.
Under sections 1471 through 1474 of the Code, known as FATCA, the Fund is required to withhold U.S. tax at a rate of 30% on payments of taxable dividends and to certain non-U.S. entities that fail to comply (or be deemed compliant) with the extensive reporting and withholding requirements under FATCA designed to inform the U.S. Treasury of certain U.S. owned foreign assets and accounts. Shareholders may be requested to provide additional information to the Fund to enable it to determine whether FATCA withholding is required. The Fund will disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
Cost Basis Reporting
Mutual funds are required to report to the IRS and furnish to fund shareholders the cost basis information for fund shares purchased and/or sold on or after January 1, 2012. In addition to the requirement to report the gross proceeds from the sale of Fund shares, the Fund is also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. In the absence of an election by a shareholder to elect from available IRS accepted cost basis methods, the Fund will use a default cost basis method. The cost basis method elected or applied may not be changed after the settlement date of a sale of Fund shares. Fund shareholders should consult with their tax advisors concerning the most desirable IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them.
Prospective investors should consult with their own tax advisors regarding the application of these provisions to their situation.
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FINANCIAL STATEMENTS
The Funds audited financial statements for the fiscal year ended May 31, 2025, including the Financial Highlights appearing in the Prospectuses, are incorporated by reference and made a part hereof. You may request a copy of the Funds audited and unaudited financial statements to shareholders, at no charge by calling the Fund at 1-833-517-1010 or by visiting the Funds website at mutualfund.evolutionarytree.com.
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APPENDIX A – TRUSTEES AND OFFICERS
Name and Year of Birth | Length
of Time Served |
Position(s)
held with Trust |
Principal
Occupation(s) During Past 5 Years |
Number
of Funds in the Trust Overseen By Trustee |
Directorship(s)
of Public Companies Held By Trustee During Past 5 Years |
Independent Trustees: | |||||
Janine L. Cohen^ Year of Birth: 1952 |
Since 2016 | Chairperson (2019 to present)
Trustee (2016 to present) |
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. | 30 | n/a |
Robert E. Morrison^ Year of Birth: 1957 |
Since 2019 | Trustee (2019 to present; and previously 2012 to 2014) | Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) | 30 | n/a |
Clifford N. Schireson^ Year of Birth: 1953 |
Since 2019 | Trustee (2019 to present) | Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) | 30 | Trustee of Beacon Pointe Multi-Alternative Fund (2024 to present); Trustee of Booster Income Opportunities Fund (2024 to present); Trustee of 83 Investment Group Income Fund (2024 to present); and Trustee of the San Diego City Employees Retirement System (2019 to 2025) |
Jacqueline A. Williams^ Year of Birth: 1954 |
Since 2019 | Trustee (2019 to present) | Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC | 30 | n/a |
Keith Shintani^ Year of Birth: 1963 |
Since January 1, 2024 | Trustee (January 1, 2024 to present) | Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022); Director of Finance at Charles Schwab Investment Management (January 1997 to December 1997); Manager of Mutual Fund Operations of PIMCo Advisors L.P. (1993 to 1995); Variable Products Manager of Pacific Life Insurance Company (1989 to 1993); Senior Accountant of Deloitte and Touche. (1986 to 1989) | 30 | Trustee of the Matrix Advisors Fund Trust (2023 to present) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 |
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Name and Year of Birth | Length
of Time Served |
Position(s)
held with Trust |
Principal Occupation(s) During Past 5 Years |
Todd E. Heim^ Year of Birth: 1967 |
2014 to present | President (2021 to present)
Vice President (2014 to 2021) |
Senior Vice President, Relationship Management (2023 to present) and Vice President, Relationship Management (2018 to 2023) |
Shannon Thibeaux-Burgess Year of Birth: 1970
|
2023 to present | Vice President | Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of Fund Administration, Legal of State Street Bank (2013 to 2020) |
Daniel D. Bauer^ Year of Birth: 1977 |
2016 to present | Treasurer (January 2024 to present)
Assistant Treasurer (2016 to December 2023) |
Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC |
Angela A. Simmons^ Year of Birth: 1975 |
2022 to present | Assistant Treasurer | Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC |
Leo R. Payne Year of Birth: 1966 |
January 2025 to present | Assistant Treasurer | [Assistant Vice President, Financial Administration (2023 to present) of Ultimus Fund Solutions, LLC; Assistant Vice President, Financial Administration (2018 to 2023) of Citi Fund Services, Inc]. |
Karen Jacoppo-Wood^ Year of Birth: 1966 |
2023 to present | Secretary | Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) of State Street Bank and Trust Company |
Natalie S. Anderson^ Year of Birth: 1975 |
2016 to present | Assistant Secretary | Director of Legal Administration (March 2024 to present); Legal Administration Manager (2016 to March 2024) of Ultimus Fund Solutions, LLC |
Jesse Hallee^ Year of Birth: 1976 |
2023 to present | Assistant Secretary
|
Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present) |
Gweneth K. Gosselink^ Year of Birth: 1955 |
2020 to present | Chief Compliance Officer | Vice President, Compliance Officer (2023 to present) of Northern Lights Compliance Services, LLC; Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to 2023); CCO Consultant at GKG Consulting, LLC (2019 to 2021) |
Martin R. Dean^ Year of Birth: 1963 |
2016 to present
|
Assistant Chief Compliance Officer (2020 to present)
Interim Chief Compliance Officer (2019 to 2020)
Assistant Chief Compliance Officer (2016 to 2017) |
President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 |
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APPENDIX B
ULTIMUS MANAGERS TRUST
POLICIES AND PROCEDURES FOR VOTING PROXIES
I. | PROXY VOTING POLICIES AND PROCEDURES |
Consistent with its fiduciary duties and pursuant to Rule 30b1-4 under the 1940 Act (the Proxy Rule), the Board of Trustees of the NLVT IV 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.
Pursuant to rules established by the SEC under the 1940 Act, the Board has delegated authority to vote proxies to the investment adviser of each Fund (each, an Adviser and collectively, the Advisers) and has approved formal, written guidelines for proxy voting as adopted by the Advisers to the Trusts Funds. The Board maintains oversight of the voting policies and procedures for each Fund.
Each Fund exercises its proxy voting rights with regard to the companies in the Funds investment Fund, with the goals of maximizing the value of the Funds investments, promoting accountability of a companys management and board of directors to its shareholders, aligning the interests of management with those of shareholders, and increasing transparency of a companys business and operations.
In general, the Board believes that the Advisers and Sub-Advisers (if applicable), which selects the individual companies that are part of the Funds portfolio, is the most knowledgeable and best suited to make decisions about proxy votes. Therefore, the Trust defers to and relies on the Adviser, as appropriate, to make decisions on casting proxy votes.
An Adviser to a Fund may, but is not required to, further delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to one or more of the sub-advisers retained to provide investment advisory services to such Fund, if any (each a Sub-Adviser). If such responsibility is delegated to a Sub-Adviser, then the Sub-Adviser shall assume the fiduciary duty and reporting responsibilities of the Adviser under these policy guidelines. As used in these Policies and Procedures, the term Adviser includes any and all Sub-Advisers.
Certain Funds in the Trust may invest in other investment companies in excess of the limitations in section 12(d)(1) of the 1940 Act. It is recommended to such Funds that they avail themselves of the safe harbor of section 12(d)(1)(F) of the 1940 Act to invest in underlying investment companies with less restrictions. In order to benefit from the safe harbor of section 12(d)(1)(F), Funds must mirror vote proposals on proxies issued by underlying investment companies. Mirror voting means that the Fund votes its shares in the same proportion that all shares of the ETFs are voted, or in accordance with instructions received from fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940 Act. It is the responsibility of the Adviser, post vote, to obtain a certification from the tabulation service and/or the relevant investment company that the Advisers proxies were mirror voted in the same proportion as all other shares voted.
Each Fund shall disclose in its Statement of Additional Information the policies and procedures that it uses to vote proxies relating to portfolio securities. In addition, each Fund shall make available to shareholders, either on its website or upon request, the record of how the Trust voted proxies relating to portfolio securities.
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Each Fund shall disclose in its annual and semi-annual Financial Statements to shareholders and in its registration statement the methods by which shareholders may obtain information about the Funds proxy voting policies and procedures and the Funds proxy voting record.
If a Fund has a website, the Fund may post a copy of its Advisers proxy voting policy and this Policy on such website. A copy of such policies and of each Funds proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund, by calling the applicable Funds toll-free telephone number as printed in the Funds prospectus. The Trusts administrator shall reply to any Fund shareholder request within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery.
The Adviser provides quarterly certifications with respect to its adherence to its proxy voting and exemptive order policies and procedures.
Responsible Party: Adviser
See each Advisers Manual for Proxy Voting Policy
II. | FORM N-PX/ANNUAL REPORT OF PROXY VOTING RECORD |
Form N-PX is used by funds to file reports with the SEC containing the funds proxy voting record for the most recent 12-month period ended June 30. The Form must be filed not later than August 31 of each year. The following information must be collected for the Trust separately for each Fund in order to complete and file Form N-PX:
(a) The name of the issuer of the security;
(b) The Council on Uniform Securities Identification Procedures (CUSIP) number for the security;
(c) The International Securities Identification Number (ISIN) for the security;
(d) The global share class Financial Instrument Global Identifier (FIGI) for the security (optional);
(e) The shareholder meeting date;
(f) An identification of the matter voted on;
(g) All categories applicable to the matter voted on from the following list of categories:
(A) Director elections;
(B) Section 14A say-on-pay votes (examples: section 14A executive compensation, section 14A executive compensation vote frequency, section 14A extraordinary transaction executive compensation);
(C) Audit-related (examples: auditor ratification, auditor rotation);
(D) Investment company matters (examples: new or changed investment management agreement, assignment of investment management agreement, business development company approval of restricted securities or asset coverage
36
ratio change, closed-end investment company issuance of shares below net asset value);
(E) Shareholder rights and defenses (examples: adoption or modification of a shareholder rights plan, control share acquisition provisions, fair price provisions, board classification, cumulative voting);
(F) Extraordinary transactions (examples: merger, asset sale, liquidation, buyout, joint venture, going private, spinoff, delisting);
(G) Capital structure (examples: security issuance, stock split, reverse stock split, dividend, buyback, tracking stock, adjustment to par value, authorization of additional stock);
(H) Compensation (examples: board compensation, executive compensation (other than Section 14A say-on-pay), board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans);
(I) Corporate governance (examples: term limits, board committee issues, size of board, articles of incorporation or bylaws, codes of ethics, approval to adjourn, acceptance of minutes, proxy access);
(J) Environment or climate (examples: greenhouse gas (GHG) emissions, transition planning or reporting, biodiversity or ecosystem risk, chemical footprint, renewable energy or energy efficiency, water issues, waste or pollution, deforestation or land use, say-on-climate, environmental justice);
(K) Human rights or human capital/workforce (examples: workforce-related mandatory arbitration, supply chain exposure to human rights risks, outsourcing or offshoring, workplace sexual harassment);
(L) Diversity, equity, and inclusion (examples: board diversity, pay gap);
(M) Other social issues (examples: lobbying, political or charitable activities, data privacy, responsible tax policies, consumer protection); or
(N) Other (along with a brief description).
(h) For reports filed by Funds, disclose whether the matter was proposed by the issuer or by a security holder;
(i) The number of shares that were voted, with the number zero (0) entered if no shares were voted;
(j) The number of shares that the reporting person loaned and did not recall;
(k) How the shares in paragraph (i) were voted (e.g., for or against proposal, or abstain; for or withhold regarding election of directors) and, if the votes were cast in multiple manners (e.g., for and against), the number of shares voted in each manner;
(l) Whether the votes disclosed in paragraph (k) represented votes for or against managements recommendation;
(m) If applicable, identify each Institutional Manager on whose behalf this Form N-PX report is being filed (other than the reporting person filing the report) that exercised voting power over the security by entering the number assigned to the Institutional Manager on the Summary Page;
(n) If applicable, identify the Series that was eligible to vote the security by providing the Series identification number listed on the Summary Page; and
(o) Any other information the reporting person would like to provide about the matter or how it voted.
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The Trust has delegated responsibility for categorizing reported proxy voting matters to the Adviser.
Compliance Process:
1. | The portfolio manager shall complete a Form N-PX report at the time the portfolio manager votes proxies on behalf of a Fund |
2. | The portfolio manager shall keep one copy of each completed Form N-PX Report and deliver a copy to each Advisers Chief Compliance Officer. |
3. | At least 30 days prior to August 31, the Advisers Chief Compliance Officer shall review the Advisers corporate action records to determine whether any proxy votes were cast on behalf of the Fund for which reports were not filed. If an unreported vote is discovered, the Advisers Chief Compliance Officer shall contact the portfolio manager for an explanation and documentation. |
4. | Each Advisers Chief Compliance Officer shall compile all Form N-PX reports submitted for the 12-month period ended June 30 and complete Form N-PX. |
5. | Completed Form N-PX shall be sent to the Funds Administrator, who shall file Form N-PX with the SEC. |
Responsible Party: Adviser / Administrator
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APPENDIX C
EVOLUTIONARY TREE CAPITAL MANAGEMENT, LLC
Proxy Voting Policy
Introduction
Evolutionary Tree Capital Management, LLC (the Firm) will not vote proxies unless directed by the Client and the Firm agrees to do so in the Clients Investment Management Agreement. Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When the Firm has discretion to vote the proxies of its Clients, it will vote those proxies in the best interest of its Clients and in accordance with these policies and procedures.
Proxy Voting Procedures
The Firms proxy voting procedures include the following:
● | The Proxy Voting Team (which includes a member of the Operations Department and a member of the Investment Team) will maintain a list of Client accounts for which the Firm exercises proxy voting authority, and will keep a record of each proxy received. |
● | The Proxy Voting Team will (i) provide the Investment Team with access to each proxy received and a list of Client accounts (for which the Firm exercises proxy voting authority) that hold the security to which the proxy relates, and (ii) notify the Investment Team of proxy deadlines. |
● | Absent a material conflict (see Section 12.4 below), the Investment Team will determine how the Firm should vote on the matter(s) included in the proxy and will communicate its determination to the Proxy Voting Team. |
● | The Proxy Voting Team is responsible for completing the proxy and returning it in a timely and appropriate manner. |
● | The Proxy Voting Team will perform reconciliations to seek to ensure that (i) all proxies are voted (e.g., reconcile the list of Clients for which the Firm has proxy voting obligations against a list of votes cast by the Firm for Clients) or (ii) the Firm has determined that not voting for a particular Client is appropriate either because the Client has agreed to such action or the Firm has determined that refraining from voting is in the best interest of the Client. |
The Firm has retained a third-party proxy voting service to assist in the administrative process of coordinating and recording proxy votes. The Proxy Voting Team will monitor the voting service to assure that all proxies are being properly voted and appropriate records are being retained. To the extent the Firm retains a voting service for voting research and recommendations, the Firm will follow the procedures set forth in Section 12.8 below.
Proxy Voting Guidelines
The Firm will seek to comply with Rule 206(4)-6 under the Investment Advisers Act of 1940 and will act solely in the best interests its Clients when exercising its proxy voting authority. The Firm determines whether and how to vote corporate actions and proxies on a case-by-case basis, and will:
● | Attempt to consider all aspects of the vote that could affect the long-term value of the issuer or that of the Clients investment. |
● | Vote in a manner that it believes is consistent with the Clients investment objectives. |
39
● | Generally, vote in accordance with the recommendation of the issuers management on routine and administrative matters, unless the Firm has a particular reason to vote to the contrary. |
Conflicts of Interest
The Firm will not put its own interests ahead of those of any Client. In the event that a potential conflict of interest arises in connection with voting a proxy, the Firm will take into account all relevant factors, as determined by the Firm in its sole discretion, including, without limitation: (i) the impact on the value of the securities or instruments owned by the relevant Client account and the returns on those securities; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices.
In limited circumstances, the Firm may refrain from voting proxies where the Firm believes that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to its Clients. Generally, Clients may not direct the Firms vote in a particular solicitation.
Conflicts of interest may arise between the Firms and the Clients interests. If the Firm determines that it may have, or is perceived to have, a material conflict of interest when voting proxies, the Firm will vote in accordance with the Proxy Voting Guidelines outlined above; provided that if, in the Firms discretion, a matter is not covered by the Proxy Voting Guidelines, the Firm may consult the voting research and recommendations of a third-party proxy voting service.
Voting Information and Recordkeeping
The Firm must retain: (i) its voting policies and procedures; (ii) corporate action and proxy statements received; (iii) records of votes cast; (iv) records of its Clients requests for voting information; and (v) any documents prepared by the Firm that were material to making a decision on how to vote.
Compliance Review of Proxy Voting
The Proxy Voting Team will be responsible for ensuring that all votes are documented and maintained by the Firm. The Compliance Manager will conduct a periodic review of the proxy voting records maintained by the Firm to ensure that proxies were properly voted and records were appropriately maintained.
Disclosure
The Firm will disclose in its Form ADV Part 2 that Clients may contact the Compliance Manager, via e-mail or telephone, in order to obtain information on how the Firm voted such Clients proxies, and to request a copy of these policies and procedures. If a Client requests this information, the Compliance Manager will prepare a written response to the Client that lists, with respect to each voted proxy about which the Client has inquired, (a) the name of the issuer; (b) the proposal voted upon; and (c) how the Firm voted the Clients proxy.
A concise summary of these policies and procedures will be included in the Firms Form ADV Part 2, and will be updated whenever these policies and procedures are updated.
Use of Third-Party Proxy Voting Service for Research and Voting Recommendations
Retention of Proxy Voting Service. The Firm may retain an independent third-party proxy voting service (the Proxy Voting Service) to provide the Firm with research and voting recommendations on proxies and to facilitate the electronic voting of proxies. If the Firm retains a Proxy Voting Service for such purposes, the Firm will consider whether the Proxy Voting Service has the capacity and competency to adequately analyze the matters for which the Firm is responsible for voting.
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Conflicts of Interest of the Proxy Voting Service.
1. | The Compliance Manager will examine information provided by the Proxy Voting Service that describes conflicts to which the Proxy Voting Service is subject or otherwise obtained by the Firm. The Firm will seek to require that the Proxy Voting Service promptly provide updates to the Compliance Manager of business changes that might affect or create conflicts and of changes to the proxy voting services conflict policies and procedures. |
2. | If, as a result of the Compliance Managers examination of the Proxy Voting Services conflicts of interest, a determination is made that a material conflict of interest exists, the Compliance Manager will determine whether to follow the Proxy Voting Services recommendation with respect to the proxy or take other action with respect to the proxy (such as follow the Firms general proxy voting guidelines, if applicable). |
3. | The Compliance Manager will periodically review the Proxy Voting Services policies and procedures for: (i) adequacy in identifying, disclosing and addressing actual and potential conflicts of interest, including conflicts relating to the provision of proxy voting recommendations and proxy voting services generally, conflicts relating to activities other than providing proxy voting recommendations and proxy voting services, and conflicts presented by certain affiliations; (ii) adequate disclosure of the Proxy Voting Services actual and potential conflicts of interest with respect to the services the Proxy Voting Service provides to the Firm; and (iii) adequacy in utilizing technology in delivering conflicts disclosures that are readily accessible. |
Periodic Review of Proxy Voting Services Policies and Procedures and Continued Retention of the Proxy Voting Service. The Firm will review periodically the proxy voting policies, procedures and methodologies, conflicts of interest and competency of the Proxy Voting Service. The Firm will also review the continued retention of the Proxy Voting Service, including whether any relevant credible potential factual errors, incompleteness or methodological weaknesses in the Proxy Voting Services analysis that the Firm is aware of materially affected the research and recommendations used by the Firm. In addition, the Firm will also consider the effectiveness of the Proxy Voting Services policies and procedures for obtaining current and accurate information relevant to matters included in its research and on which it makes voting recommendations. The Firm will seek to require the Proxy Voting Service to update the Firm regarding business changes that are material to the services provided by the Proxy Voting Service to the Firm. The Firm will consider whether the bases on which it made its initial decision to retain the Proxy Voting Service has materially changed, and will document such review.
Say-on-Pay Vote Disclosure Requirement for Covered Managers
Rule 14Ad-1 requires covered managers to report annually on Form N-PX each say-on-pay and say-on-frequency vote over which the covered manager exercised voting power. The requirement also extends to votes to approve golden-parachute compensation in connection with a merger or acquisition. The rule permits joint reporting of say-on-pay votes by covered managers, or by covered managers and funds, under identified circumstances to avoid duplicative reporting.
The filing requirement is not limited to those securities that are listed on the covered managers Form 13F; it applies to any security of a company over which it exercised voting power on a say-on-pay matter presented under Section 14A.
There are no exceptions for:
● | de minimis holdings; |
● | votes in respect of securities that are not of the type required to be reported on Form 13F; or |
● | votes in respect of securities the covered manager no longer held at quarter end. |
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Securities that are exempt from registration under Section 12 of the Exchange Act — such as foreign private issuers — are not required to conduct say-on-pay votes in the first instance, and if such an issuer were to conduct a say-on-pay vote voluntarily, covered managers would not be required to report that vote because new Section 14A(d) requires managers to report only votes pursuant to Sections 14A(a) and 14A(b).
There is a two-part test for determining whether a covered manager exercised voting power over a security; a covered manager is required to report a say-on-pay vote for a security only if it
(1) has the power to vote, or direct the voting of, a security, and
(2) actually exercised this power — including by voting or determining not to vote — to influence a voting decision for the security.
The ability to vote a security or direct the voting of a security includes the ability to determine whether to vote the security at all or to recall a loaned security before a vote; voting power can exist or be exercised either directly or indirectly by way of a contract, arrangement, understanding, or relationship. A covered manager will have no reporting obligation with respect to a voting decision that is entirely determined by its client or another party.
The Fund Administrator will file Form N-PX on behalf of the Advisor for all Fund proxy votes, including say-on-pay votes, annually. The Advisor will notify the SEC that the Trust is filing on their behalf when filing the Advisors annual Form N-PX on which shares voted for other accounts not related to the Fund are reported.
The rules mandate that each Form N-PX filer must disclose that its proxy voting records are publicly available on its website and available upon request without charge.
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Statement of Additional Information
September 28, 2025
WAVELENGTH FUND
(WAVLX)
Series of
ULTIMUS MANAGERS TRUST
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
This Statement of Additional Information (SAI) should be read in conjunction with the Prospectus for Wavelength Fund (the Fund) dated September 28, 2025, which may be supplemented from time to time (the Prospectus). This SAI is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Copies of the Prospectus may be obtained without charge, upon request, by writing the Fund in c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246, or by calling toll-free 1-866-896-9292 or by visiting the Funds website at www.wavelengthfunds.com.
TABLE OF CONTENTS
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 2 |
INVESTMENT RESTRICTIONS | 30 |
CALCULATION OF SHARE PRICE | 31 |
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 32 |
SHAREHOLDER SERVICES | 32 |
MANAGEMENT OF THE TRUST | 33 |
INVESTMENT ADVISER | 38 |
PORTFOLIO TRANSACTIONS | 40 |
THE DISTRIBUTOR | 41 |
OTHER SERVICE PROVIDERS | 42 |
GENERAL INFORMATION | 44 |
ADDITIONAL TAX INFORMATION | 49 |
FINANCIAL STATEMENTS | 55 |
APPENDIX A – TRUSTEES AND OFFICERS | 56 |
APPENDIX B – DESCRIPTION OF RATINGS | 58 |
APPENDIX C – TRUST PROXY VOTING POLICIES AND PROCEDURES | 64 |
APPENDIX D – ADVISER PROXY VOTING POLICIES AND PROCEDURES | 68 |
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STATEMENT OF ADDITIONAL INFORMATION
The Wavelength Fund (the Fund) is a diversified series of Ultimus Managers Trust (the Trust), an open-end management investment company. The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. Prior to August 25, 2022, the Fund was named the Wavelength Interest Rate Neutral Fund. The Funds investments are managed by Wavelength Capital Management LLC (the Adviser). For further information on the Fund, please call 1-866-896-9292 or visit the Funds website at www.wavelengthfunds.com.
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
Information contained in this SAI expands upon information contained in the Prospectus. All investments in securities and other financial instruments involve a risk of financial loss. Investors should carefully review the descriptions of the Funds investments and associated risks described in the Prospectus and this SAI. No assurance can be given that the Funds investment program will be successful. No investment in shares of the Fund should be made without first reading the Prospectus.
General Investment Risks. Prices of securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all securities, which could also result in losses to the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of all types of securities, including securities held by the Fund, can decline.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could increase volatility and exacerbate market risk, and could result in trading halts, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, terrorism, military action and epidemics, pandemics or other public health issues. Any of the foregoing market events can adversely affect the economies of one or more countries or the entire global economy, certain industries or individual issuers, and capital and security markets in ways that cannot necessarily be foreseen or quickly addressed.
As shown with the novel coronavirus disease (COVID-19), market events (including public health crises and concerns) can have a profound economic and business effect that results in cancellations and disruptions to supply chains and customer activity, disruption and displacement of one or more sectors or industries, closing of borders and imposition of travel restrictions and quarantines, general public concern and uncertainty and, in extreme cases, exchange trading halts due to rapidly falling prices. Additionally, the impact of COVID-19 has caused significant volatility and declines in global financial markets, including the U.S. financial markets. Further, COVID-19 has led to production cutbacks for many companies and coupled with changes in consumer spending fueled by government stimulus, created a supply/demand imbalance and resulted in higher prices and inflation, the result of which can affect a companys financial condition and ability to manufacture and sell its products. The duration and lasting impact of the COVID-19 outbreak is unclear and may not be fully known for some time. Likewise, the Russian invasion of Ukraine in early 2022 has caused increased volatility in various financial markets. The conflict has resulted in economic sanctions against Russia from both government entities and corporations and banking entities.
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The extent of the effects this will have throughout the world is impossible to predict, but this military action has already resulted in supply chain disruptions and increased trading costs.
Market events such as these and other types of market events may cause significant declines in the values and liquidity of many securities and other instruments, and significant disruptions to global business activity and financial markets. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers both domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Equity Securities. The Fund may invest, directly or indirectly through exchange traded funds (ETFs) in equity securities. The equity portion of the Funds portfolio will generally be comprised of securities traded on domestic securities exchanges. The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of equity securities including securities held by the Fund, will likely decline.
Foreign Securities. The Fund may invest in securities issued by foreign governments or foreign corporations, directly or indirectly through ETFs or derivative transactions (e.g., foreign currency futures). The Fund also may invest in securities of foreign issuers that trade directly on United States (U.S.) stock exchanges or in the form of American Depositary Receipts (ADRs). The Fund defines foreign securities as any security issued by a company that meets at least one of the following criteria at the time of purchase:
● | The company is organized under the laws of a foreign country. | |
● | The company maintains its principal place of business in a foreign country. | |
● | The principal trading market for the companys securities is located in a foreign country. | |
● | During its most recent fiscal year, at least 50% of the companys revenues or profits were derived from operations in foreign countries. | |
● | During its most recent fiscal year, at least 50% of the companys assets were located in foreign countries. |
ADRs are receipts that evidence ownership of underlying securities issued by a foreign issuer. ADRs are generally issued by a U.S. bank or trust company to U.S. buyers as a substitute for direct ownership of a foreign security and are traded on U.S. exchanges. ADRs, in registered form, are designed for use in the U.S. securities markets. ADRs may be purchased through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. The depositary of an unsponsored ADR is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights with respect to the deposited security. Investments in ADRs are subject to risks similar to those associated with direct investments in foreign securities.
Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. The performance of foreign markets does not necessarily track U.S. markets. Foreign investments may be affected favorably or unfavorably by changes in currency rates, exchange control regulations and capital controls. There may be less publicly available information about
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a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. There may be less governmental supervision of securities markets, brokers and issuers of securities than in the U.S. Foreign securities may trade with less frequency and volume than domestic securities and therefore may exhibit less liquidity and greater price volatility than securities of U.S. companies. Changes in foreign exchange rates will affect the value of those securities which are denominated or quoted in currencies other than the U.S. dollar. Therefore, to the extent the Fund invests in a foreign security which is denominated or quoted in a currency other than the U.S. dollar, there is the risk that the value of such security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency. Additional costs associated with an investment in foreign securities may include higher custodial fees than those applicable to domestic custodial arrangements, generally higher commission rates on foreign portfolio transactions, and transaction costs of foreign currency conversions. Investments in foreign securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, restrictions on foreign investment and repatriation of capital, imposition of withholding taxes on dividend or interest payments, currency blockage (which would prevent cash from being brought back to the U.S.), limits on proxy voting and difficulty in enforcing legal rights outside the U.S. currency exchange rates and regulations may cause fluctuation in the value of foreign securities. In addition, foreign securities and dividends and interest payable on those securities may be subject to foreign taxes, including taxes withheld from payments on those securities.
Emerging Markets Investments. The Fund may invest directly and indirectly in emerging market equity and fixed-income securities. Emerging market countries may include, among others, countries in Asia, Latin, Central and South America, Eastern Europe, the Middle East and Africa. In addition to the general risk of investing in foreign securities and foreign fixed-income securities described above and below, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economies are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Funds assets to be uninvested, the Fund to miss investment opportunities and potential returns, and the Fund to be unable to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile.
Foreign Debt Securities. The Fund may invest directly or indirectly in non-U.S. based debt securities, including foreign currency-denominated corporate and foreign government notes and bonds. Investing in foreign debt securities has the same risks as investing in foreign securities generally, In addition, foreign corporate bonds are subject to the risks that foreign companies may not be subject to uniform audit, financial reporting or disclosure standards, practices or requirements comparable to those found in the U.S., which may make it more difficult to evaluate the business and/or financial position of the issuer and the value of the bond. Foreign government bonds are also subject to the risks that governmental issuers of debt securities may be unwilling to pay interest and repay principal when due or may require that conditions for payment be renegotiated.
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Foreign Government Debt Obligations. The Fund may invest, directly or indirectly in sovereign debt obligations. Investments in sovereign debt obligations involve special risks which are not present in corporate debt obligations. The foreign issuer of the sovereign debt or the foreign governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the net asset value (NAV) of the Fund, to the extent it invests in such securities, may be more volatile than prices of U.S. debt issuers. In the past, certain foreign countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debt.
A sovereign debtors willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtors policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to timely service its debts. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on such debt.
Foreign Exchange Risk and Currency Transactions. The value of foreign investments as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the U.S. or abroad. Foreign currency exchange transactions may be conducted on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering into derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.
Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used to (i) gain exposure to a particular currency or currencies as a part of the Funds investment strategy, (ii) when a security denominated in a foreign currency is purchased or sold, or (iii) when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. With respect to subparagraphs (ii) and (iii), a forward contract can then lock in the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or interest payment, as the case may be. Additionally, when the Adviser believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of the securities held that are denominated in such foreign currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies)
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to hedge against fluctuations in the value of securities denominated in a different currency. Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) includes foreign exchange forwards in the definition of swap as well as over-the-counter (OTC) derivatives and therefore contemplates that certain of these contracts may be exchange-traded, cleared by a clearinghouse and otherwise regulated by the Commodity Futures Trading Commission (the CFTC). The CFTC has been granted authority to regulate forward foreign currency contracts and many of the final regulations already adopted by the CFTC will apply to such contracts, however a limited category of forward foreign currency contracts were excluded from certain of the Dodd-Frank Act regulations by the Secretary of the U.S. Department of the Treasury (the U.S. Treasury). Therefore, trading by the Fund in forward foreign currency contracts excluded by the U.S. Treasury are not subject to the CFTC regulations to which other forward foreign currency contracts are subject.
Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an OTC trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.
Currency swaps involve the exchange of rights to make or receive payments in specified currencies and are individually negotiated. The entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The Funds performance may be adversely affected as the Adviser may be incorrect in its forecasts of market value and currency exchange rates.
Debt Securities. The Fund may invest, directly or indirectly, in corporate debt securities and U.S. Government Obligations (as defined below). Corporate securities include, but are not limited to, debt obligations offered by public or private corporations either registered or unregistered. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. A debt instruments credit quality depends on the issuers ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the securitys issuer will default. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security. The Fund may purchase debt securities of any credit quality, maturity or yield. Accordingly, the Fund may purchase investment grade securities, meaning securities rated BBB or better by S&P Global Ratings (S&P) or Fitch Ratings, Inc. (Fitch), Baa or better by Moodys Investors Service (Moodys) or any comparable rating by another nationally recognized statistical rating organization (NRSRO) or, if unrated, as determined by the Adviser to be of comparable quality. In addition, the Fund may purchase lower-rated debt securities including, without limitation, junk bonds whose ratings are below investment grade.
U.S. Government Obligations. The Fund may, directly or indirectly, invest in U.S. Government Obligations. U.S. Government Obligations include securities which are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, and by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government. U.S. Treasury obligations include Treasury Bills, Treasury Notes, and
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Treasury Bonds. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.
Agencies and instrumentalities established by the U.S. government include the Federal Home Loan Banks, the Federal Land Bank, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Small Business Administration, the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation, the Financing Corporation of America and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. government while others are supported only by the credit of the agency or instrumentality, which may include the right of the issuer to borrow from the U.S. Treasury. In the case of U.S. Government Obligations not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. government itself in the event the agency or instrumentality does not meet its commitment. U.S. Government Obligations are subject to price fluctuations based upon changes in the level of interest rates, which will generally result in all those securities changing in price in the same way, i.e., all those securities experiencing appreciation when interest rates decline and depreciation when interest rates rise. Any guarantee of the U.S. government will not extend to the yield or value of the Funds shares.
LIBOR Transition Risk. The Fund may have been exposed to financial instruments that are or were previously tied to the London Interbank Offered Rate (LIBOR). LIBOR was a leading floating rate benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. Replacement rates that have been identified include the Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities, and the Sterling Overnight Index Average Rate (SONIA), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market, although other replacement rates could be adopted by market participants. The unavailability or replacement of LIBOR may affect the value, liquidity or return on, and may cause increased volatility in markets for, certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades. Accordingly, the potential effect of the transition away from LIBOR on the fund or the debt securities or other instruments based on LIBOR in which the Fund invests cannot yet be determined. Any pricing adjustments to the Funds investments resulting from a substitute reference rate may also adversely affect the Funds performance and/or net asset value. At this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates or any other reforms to LIBOR. No assurances can be given as to the impact of the LIBOR transition (and the timing of any such impact) on the Fund and its investments. All of the aforementioned may adversely affect the Funds performance and/or NAV.
Below Investment Grade Debt Securities (Junk Bonds). Bonds rated below BBB by S&P, or Baa by Moodys, or an equivalent rating by another NRSRO are commonly known as junk bonds. As noted above, the Fund may, directly or indirectly, invest in junk bonds. See Description of Ratings in Appendix B for further discussion regarding securities ratings. Below investment grade securities are deemed by the rating agencies to be predominantly speculative with respect to the issuers capacity to pay interest and repay principal. Below investment grade securities, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. The special risk considerations in connection with investments in these securities are discussed below.
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Below investment grade securities generally offer a higher yield than that available from higher-rated issues with similar maturities, as compensation for holding a security that is subject to greater risk. Below investment grade securities are deemed by rating agencies to be predominately speculative with respect to the issuers capacity to pay interest and repay principal and may involve major risk or exposure to adverse conditions. Lower-rated securities involve higher risks in that they are especially subject to (1) adverse changes in general economic conditions and in the industries in which the issuers are engaged, (2) adverse changes in the financial condition of the issuers, (3) price fluctuation in response to changes in interest rates and (4) limited liquidity and secondary market support.
Effect of Interest Rates and Economic Changes. Interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of below investment grade securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. Below investment grade securities also tend to be more sensitive to economic conditions than are higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of below investment grade securities may experience financial stress which may adversely affect their ability to service their debt obligations, meet projected business goals, and obtain additional financing. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these securities and thus in the Funds NAV.
Payment Expectations. Below investment grade securities may contain redemption, call or prepayment provisions which permit the issuer of such securities to, at its discretion, redeem the securities. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, the Fund may have to replace the securities with a lower yielding security, which would result in a lower return.
Credit Ratings. Credit ratings issued by credit-rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of lower-quality securities and, therefore, may not fully reflect the risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the security. With regard to an investment in below investment grade securities, the achievement of the Funds investment objective may be more dependent on the Advisers own credit analysis than is the case for higher rated securities. Although the Adviser considers security ratings when making investment decisions, it does not rely solely on the ratings assigned by the rating services. Rather, the Adviser performs research and independently assesses the value of particular securities relative to the market. The Advisers analysis may include consideration of the issuers experience and managerial strength, changing financial condition, borrowing requirements or debt maturity schedules, and the issuers responsiveness to changes in business conditions and interest rates. It also considers relative values based on anticipated cash flow, interest or dividend coverage, asset coverage and earnings prospects.
The Adviser buys and sells debt securities principally in response to its evaluation of an issuers continuing ability to meet its obligations, the availability of better investment opportunities, and its assessment of changes in business conditions and interest rates.
Liquidity and Valuation. Below investment grade securities may lack an established retail secondary market, and to the extent a secondary trading market does exist, it may be less liquid than the secondary market for higher rated securities. The lack of a liquid secondary market may negatively impact
8
the Funds ability to dispose of particular securities. The lack of a liquid secondary market for certain securities may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing the Funds portfolio. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of below investment grade securities, especially in a thinly traded market.
Inflation-Linked Bonds. The Fund may, directly or indirectly, invest in inflation-linked bonds, which are issued by the U.S. government and foreign governments with a nominal return indexed to the inflation rate in prices. Governments that issue inflation-indexed bonds may use different conventions for purposes of structuring their bonds and different inflation factors, with the same underlying principal of linking real returns and inflation.
For purposes of explanation, a U.S. Treasury Inflation-Protected Securities (U.S. TIPS) bond will be used as an example of how inflation-linked bonds work. Inflation-linked bonds, like nominal bonds, pay coupons on a principal amount. For U.S. TIPS, and most inflation-linked bonds, the value of the principal is adjusted for inflation. In the U.S., the index used to measure inflation is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (CPI-U). Interest payments are paid every six months, and are equal to a fixed percentage of the inflation-adjusted value of the principal. The final payment of principal of the security will not be less than the original par amount of the security at issuance.
The principal of the inflation-linked security is indexed to the non-seasonally adjusted CPI-U. To calculate the inflation-adjusted principal value for a particular valuation date, the value of the principal at issuance is multiplied by the index ratio applicable to that valuation date. The index ratio for any date is the ratio of the reference CPI applicable to such date, to the reference CPI applicable to the original issue date. Semi-annual coupon interest is determined by multiplying the inflation-adjusted principal amount by one-half of the stated rate of interest on each interest payment date.
Inflation-adjusted principal or the original par amount, whichever is larger, is paid on the maturity date as specified in the applicable offering announcement. If at maturity the inflation-adjusted principal is less than the original principal value of the security, an additional amount is paid at maturity so that the additional amount plus the inflation-adjusted principal equals the original principal amount. Some inflation-linked securities may be stripped into principal and interest components. In the case of a stripped security, the holder of the stripped principal component would receive this additional amount. The final interest payment, however, will be based on the final inflation-adjusted principal value, not the original par amount.
If the Fund invests in U.S. TIPS, it will be required to treat as original issue discount any increase in the principal amount of the securities that occurs during the course of its taxable year. If the Fund purchases such inflation-linked securities that are issued in stripped form (OID Securities), either as stripped bonds or coupons, it will be treated as if it had purchased a newly issued debt instrument having original issue discount. The Fund holding an obligation with original issue discount is required to accrue as ordinary income a portion of such original issue discount even though it receives no corresponding interest payment in cash. The Fund may have to sell other investments to obtain cash needed to make income distributions, which may reduce the Funds assets, increase its expense ratio and decrease its rate of return.
The higher yields and interest rates on OID Securities reflects the payment deferral and increased credit risk associated with such instruments and that such investment may represent a significantly higher credit risk than coupon loans. Further, OID Securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.
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Commodities Instruments. The Fund may obtain exposure to commodities indirectly by investing in ETFs that invest in securities of companies engaged in the production and distribution of commodities and commodity-related products, exchange-traded notes (ETNs) that are linked to the returns of one or more commodity indices that reflect the potential return on leveraged and unleveraged investments in futures contracts of physical commodities, plus interest that could be earned on cash collateral, and minus the issuers fee (see Exchange-Traded Notes below), and such other instruments as deemed appropriate from time to time. The Fund may be exposed to a wide variety of commodity sectors, including, without limitation, agriculture, livestock, base/industrial metals, oil, energy and precious metals.
Exposure to commodities may result in losses for the Fund. Commodity prices, and the value of stocks of companies exposed to commodities, can be extremely volatile and are affected by a wide range of factors, including market movements, supply and demand imbalances, inflationary trends or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The energy sector can be significantly affected by changes in the prices and supplies of oil and other energy fuels, energy conservation, the success of exploration projects, and tax and other government regulations, policies of the Organization of Petroleum Exporting Countries (OPEC) and relationships among OPEC members and between OPEC and oil importing nations. The metals sector can be affected by sharp price volatility over short periods caused by global economic, financial and political factors, resource availability, government regulation, economic cycles, changes in inflation or expectations about inflation in various countries, interest rates, currency fluctuations, metal sales by governments, central banks or international agencies, investment speculation and fluctuations in industrial and commercial supply and demand. Increased demand for commodities by emerging market countries may result in shortages and cause prices to rise, potentially resulting in speculative investments in commodities. In addition, with respect to the Funds exposure to commodities indirectly through companies in the commodities sector and ETNs, there are additional risks to the Fund as there is no guarantee that those companies investments and business strategies relating to commodities will be successful, and the value of the Funds investments in ETFs or other instruments exposed to companies in the commodities sector, and the value of the companies themselves, may fluctuate more than the value of the relevant underlying commodity or commodities or commodity index.
See ETNs below for specific risks relating to the Funds investments in ETNs that are linked to the returns of one or more commodity indices.
Commodity-Linked Notes. Commodity-linked notes and other related instruments purchased, directly or indirectly, by the Fund are generally privately negotiated debt obligations where the principal paid to the Fund by the counterparty at maturity or redemption is determined by reference to the performance of a specific reference commodity or group of commodities or commodity index. The principal amount payable upon maturity or redemption may fluctuate, depending upon changes in the value of the reference commodity or index. The terms of a commodity-linked note may provide that, in certain circumstances where the value of the reference commodity or index substantially declines, no principal is due to the buyer of the commodity-linked note at maturity and, therefore, may result in a total loss of invested capital by the Fund. The principal payments that may be made on a commodity-linked note may vary widely, depending on a variety of factors, including the volatility of the reference commodity or index. Commodity-linked notes may be positively or negatively indexed, so the appreciation of the reference commodity may produce an increase or a decrease in the value of the principal at maturity. The rate of return on commodity-linked notes may be determined by applying a multiplier to the performance or differential performance of reference commodities or indices. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. The purchase of commodity-linked notes exposes the Fund to the credit risk of the issuer of the commodity-linked product. Commodity-linked
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notes may also be more volatile, less liquid, and more difficult to price accurately than less complex securities and instruments or more traditional debt securities.
Real Estate Investment Trusts (REITs). The Fund may invest, directly or indirectly, in REITs, which are companies that invest in real estate, mortgages and construction loans. REITs normally do not pay federal income tax but distribute their income to their shareholders who become liable for the tax. The Fund may invest, directly or indirectly, in any category of REIT and may purchase common stocks, preferred stocks or bonds issued by REITs. There are risks in investing, directly or indirectly, in REITs. The property owned by a REIT could decrease in value and loans held by a REIT could decline in value or become worthless.
Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, including, without limitation, money market funds and ETFs. Investments in other investment companies subject the Fund to additional operating and management fees and expenses. For example, the Funds investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Funds direct fees and expenses.
Generally, under Section 12(d)(1) of the Investment Company Act of 1940, as amended (the 1940 Act), a fund may not acquire shares of another investment company if, immediately after such acquisition, (i) a fund would hold more than 3% of the other investment companys total outstanding shares, (ii) a funds investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a funds total assets would be invested in investment companies. Under certain statutory and regulatory exemptions, a fund may invest in registered and unregistered money market funds in excess of these limitations. The Fund may rely upon any applicable statutory or regulatory exemptions in investing in other investment companies. The Fund generally expects to rely on Rule 12d1-1 under the 1940 Act when purchasing shares of a money market fund. Under Rule 12d1-1, the Fund may generally invest without limitation in money market funds as long as the Fund pay no sales charge (sales charge), as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, charged in connection with the purchase, sale, or redemption of securities issued by the money market fund (service fee); or the Adviser waives its Management Fee in an amount necessary to offset any sales charge or service fee. The Fund generally expects to rely on Section 12(d)(1)(F) of the 1940 Act when purchasing shares of other investment companies that are not money market funds. Under Section 12(d)(1)(F), the Fund may generally acquire shares of another investment company unless, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the investment companys total outstanding stock (the 3% Limitation). To the extent the 3% Limitation applies to an investment the Fund wishes to make, the Fund may be prevented from allocating their investments in the manner that the Adviser considers optimal. Also, under the 1940 Act, to the extent that the Fund relies upon Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by each in the same proportion as the vote of all other holders of the securities. In the event that there is a vote of investment company shares held by the Fund in reliance on Section 12(d)(1)(F), the Fund intends to vote such shares in the same proportion as the vote of all other holders of such securities. Investments in other investment companies subjects the Fund to additional operating and management fees and expenses. For example, the Funds investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Funds direct fees and expenses.
Rule 12d1-4 under the 1940 Act (Rule 12d1-4) allows funds to invest in other investment companies in excess of certain of the limitations discussed above, subject to certain limitations and conditions. An acquiring fund relying on Rule 12d-4 generally must enter into a fund of funds investment
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agreement with the acquired fund. Rule 12d1-4 outlines the requirements for fund of funds agreements and specifies certain reporting responsibilities of the acquiring funds adviser. The Fund expects to rely on Rule 12d1-4 to the extent the Adviser deems such reliance necessary or appropriate.
ETFs and Other Similar Instruments. Shares of ETFs and other similar instruments may be purchased by the Fund. An ETF is typically an investment company registered under the 1940 Act that holds a portfolio of securities designed to track the performance of a particular index or market sector. Alternatively, ETFs may be actively managed pursuant to a particular investment strategy, similar to other non-index based investment companies. ETFs are traded on a securities exchange based on their market value. In addition, ETFs sell and redeem their shares at NAV in large blocks (typically 50,000 of its shares) called creation units. Shares representing fractional interests in these creation units are also listed for trading on national securities exchanges and can be purchased and sold in the secondary market like ordinary stocks in lots of any size at any time during the trading day.
Instruments the Fund may purchase that are similar to ETFs represent beneficial ownership interests in specific baskets of securities of companies within a particular industry sector or group. These securities may also be listed on national securities exchanges and purchased and sold in the secondary market, but unlike ETFs, are not investment companies under the 1940 Act. Such securities may also be exchange traded, but because they are not registered as investment companies, they are not subject to the percentage investment limitations imposed by the 1940 Act.
An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded), including the risk that the general level of securities prices, or that the prices of securities within a particular sector, may increase or decline, thereby affecting the value of the shares of an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional registered investment companies: (1) the market price of the ETFs shares may trade at a discount to the ETFs NAV; (2) an active trading market for an ETFs shares may not develop or be maintained; (3) trading of an ETFs shares may be halted if the listing exchange deems such action appropriate; (4) ETF shares may be delisted from the exchange on which they trade; and (5) activation of circuit breakers by the exchange (which are tied to large decreases in stock prices) may halt trading of the ETFs shares temporarily. ETFs are also subject to the risks of the underlying securities or sectors the ETF is designed to track.
Because ETFs and pools that issue similar instruments bear various fees and expenses, the Fund will pay a proportionate share of these expenses, as well as transaction costs, such as brokerage commissions. As with traditional registered investment companies, ETFs charge asset-based fees, although these fees tend to be relatively low as compared to other types of investment companies. ETFs do not charge initial sales loads or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
While the creation and redemption of creation units helps an ETF maintain a market value close to NAV, the market value of an ETFs shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the ETFs underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
As discussed above under the section entitled Investment Companies, there are certain limitations on the Funds ability to acquire shares of other investment companies, including ETFs; however,
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the Fund expects to rely upon applicable statutory or regulatory exemptions to these limitations in investing in ETFs to the extent necessary, including relying on Rule 12d1-4.
Leveraged and Inverse ETF Risk. The Fund may invest in leveraged and inverse ETFs. Leveraged and inverse ETFs involve additional risks and considerations not present in traditional ETFs. Typically, shares of an index-based ETF are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse ETFs (also called short ETFs or bear ETFs), shares are expected to increase in value as the value of the underlying benchmark decreases, similar to holding short positions in the underlying benchmark. Leveraged ETFs seek to deliver multiples (e.g., 2X or 3X) of the performance of the underlying benchmark, typically by using derivatives in an effort to amplify returns (or decline, in the case of inverse ETFs) of the underlying benchmark. While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater.
Leveraged and inverse ETFs reset over short periods of time, meaning they are designed to deliver their stated returns only for the length of their reset periods (typically daily or monthly), and are not designed to deliver their returns intraday or over periods longer than the stated reset period. Because of the structure of these products, their rebalancing methodologies and the math of compounding, holding the ETFs beyond the reset period can lead to results very different from a simple doubling, tripling, or inverse of the benchmarks average return over the same period of time. This difference in results can be magnified in volatile markets. Further, leveraged and inverse ETFs may have lower trading volumes or may be less tax efficient than traditional ETFs and may be subject to additional regulation. To the extent that leveraged or inverse ETFs invest in derivatives, investments in such ETFs will be subject to the risks of investments in derivatives. For these reasons, leveraged and inverse ETFs are typically considered to be riskier investments than traditional ETFs.
ETNs. The Fund may invest in ETNs. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETNs returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses.
Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate (reference instrument) to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuers credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.
Because the return on the ETN is dependent on the issuers ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuers credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the
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reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.
There may be restrictions on the Funds right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
Forwards, Futures, Swaps and Options. As described below, the Fund may purchase and sell in the U.S. or abroad futures contracts, forward contracts, swaps and put and call options on securities, futures, securities indices, swaps and currencies. In the future, the Fund may employ instruments and strategies that are not presently contemplated, but which may be subsequently developed, to the extent such investment methods are consistent with such Funds investment objectives, and are legally permissible. There can be no assurance that an instrument, if employed, will be successful.
The Fund may buy and sell these investments for a number of purposes, including hedging, investment or speculative purposes. For example, it may do so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline, or to establish a position in the securities market as a substitute for purchasing individual securities. Some of these strategies, such as selling futures, buying puts and writing covered calls, may be used to hedge the Funds portfolio against price fluctuations. Other hedging strategies, such as buying futures and call options, tend to increase the Funds exposure to the securities market.
Special Risk Factors Regarding Forwards, Futures, Swaps and Options. Transactions in derivative instruments (e.g., futures, options, forwards, and swaps) involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge (if the derivative instrument is being used for hedging purposes); tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the amount invested in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions.
The Funds use of swaps, futures contracts, forward contracts and certain other derivative instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset underlying a derivative instrument and results in increased volatility, which means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if the Fund does not use derivative instruments that have a leveraging effect. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Funds exposure to an asset and may cause the Funds NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset through a derivative instrument providing leveraged exposure to the asset and that derivative instrument increases in value, the gain to the Fund will be magnified; however, if that investment decreases in value, the loss to the Fund will be magnified. A decline in the Funds assets due to losses magnified by the derivative instruments providing leveraged exposure may require the Fund to liquidate portfolio positions to satisfy its obligations or to meet redemption requests when it may not be advantageous to do so. There is no assurance that the Funds use of derivative instruments providing enhanced exposure will enable the Fund to achieve its investment objective.
The Funds success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be
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caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and the Funds assets.
OTC derivative instruments involve an increased risk that the issuer or counterparty will fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous days settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. Certain purchased OTC options, and assets used as cover for written OTC options, may be considered illiquid. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty. The use of derivatives is a highly specialized activity that involves skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the Advisers use of derivative instruments will be advantageous to the Fund.
Regulatory Matters Regarding Forwards, Futures, Swaps and Options. The Fund will be required to comply with and adhere to all applicable limitations on the manner and extent to which it effects transactions in derivative instruments (including futures and options on such futures) imposed by the provisions of the 1940 Act applicable to the issuance of senior securities and Rule 18f-4 under the 1940 Act. Additionally, the Trust, on behalf of the Fund, has claimed an exclusion from the definition of the term commodity pool operator pursuant to Rule 4.5 under the Commodity Exchange Act, as amended (the CEA). Therefore, the Fund is not subject to regulation or registration as a commodity pool operator under the CEA. By claiming the exclusion, the Fund is limited in its ability to use certain derivatives, such as futures, certain options, and swaps, without the Fund becoming subject to CFTC regulation. On an annual basis, the Adviser is required to reaffirm its eligibility to continue to claim the exclusion with respect to the Fund. If the Funds use of derivatives would prevent the Adviser from claiming the exclusion (or any other exclusion or exemption available under CFTC regulations), then the Adviser may be subject to regulation as a commodity pool operator or commodity trading advisor with respect to the Fund, and the Fund may become subject to regulation by the CFTC. The Fund may incur additional expenses in complying with the CFTCs recordkeeping, reporting and disclosure requirements.
Legal and regulatory changes, and additional legal and regulatory changes in the future, may substantially affect OTC derivatives markets and such changes may impact the Funds use of such instruments to the extent such instruments are used by the Fund. The Dodd-Frank Act and related regulatory developments provide for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. These regulations could, among other things, restrict the Funds ability to engage in derivatives transactions or increase the costs of derivatives transactions (for example, by increasing margin or capital requirements), and the Funds ability to pursue its investment strategy could be adversely affected.
Transactions in futures and options by the Fund are subject to limitations established by futures and option exchanges governing the maximum number of futures and options that may be written or held by a single investor or group of investors acting in concert, regardless of whether the futures or options were written or purchased on the same or different exchanges or are held in one or more accounts or through one or more different exchanges or through one or more brokers. Thus the number of futures or options which the Fund may write or hold may be affected by futures or options written or held by other entities, including other investment companies advised by the Adviser. An exchange may order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions.
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Forward Contracts. A forward contract is an obligation to purchase or sell a specific security, currency or other instrument for an agreed price at a future date that is individually negotiated and privately traded by traders and their customers. In contrast to contracts traded on an exchange (such as futures contracts), forward contracts are not guaranteed by any exchange or clearinghouse and are subject to the creditworthiness of the counterparty of the trade. Forward contracts are highly leveraged and highly volatile, and a relatively small price movement in a forward contract may result in substantial losses to the Fund. To the extent the Fund engages in forward contracts to generate total return, the Fund will be subject to these risks.
Forward contracts are not always standardized and are frequently the subject of individual negotiation between the parties involved. By contrast, futures contracts are generally standardized and futures exchanges have central clearinghouses which keep track of all positions.
Because there is no clearinghouse system applicable to forward contracts, there is no direct means of offsetting a forward contract by purchase of an offsetting position on the same exchange as one can with respect to a futures contract. Absent contractual termination rights, the Fund may not be able to terminate a forward contract at a price and time that it desires. In such event, the Fund will remain subject to counterparty risk with respect to the forward contract, even if the Fund enters into an offsetting forward contract with the same, or a different, counterparty. If a counterparty defaults, the Fund may lose money on the transaction.
Depending on the asset underlying the forward contract, forward transactions can be influenced by, among other things, changing supply and demand relationships, government commercial and trade programs and policies, national and international political and economic events, weather and climate conditions, insects and plant disease, purchases and sales by foreign countries and changing interest rates.
Futures Contracts. U.S. futures contracts are traded on organized exchanges regulated by the CFTC. Transactions on such exchanges are cleared through a clearing corporation, which guarantees the performance of the parties to each contract. The Fund may also invest in non-U.S. futures contracts.
The Fund will cover its obligation under the futures transactions in which it participates by either (i) holding offsetting positions that appropriately equal the daily market value of the Funds position in the futures contract (less the initial margin and any variation margins deposited with its futures commission merchant (FCM)) or (ii) accruing such amounts on a daily basis and maintaining Segregated Assets to cover the futures contract. With respect to a futures contract that is not contractually required to cash settle the Fund will cover its open position by maintaining Segregated Assets equal to the contracts full, notional value. However, the Fund may net non-cash settled futures contracts if the futures have the same expiration date and underlying instruments. With respect to a futures contract that is contractually required to cash settle, pursuant to the terms of the futures contract itself or through an agreement with the FCM, the Fund is permitted to maintain Segregated Assets in an amount equal to the Funds daily mark-to-market (net) obligation (that is, the Funds daily net liability if any) rather than the notional value (in other words the initial margin plus any variation margin (unrealized loss) due based on the previous days trading). The total cover required for all cash-settled futures contracts may be determined by netting the aggregate obligations of such contracts. By setting aside assets equal to only its net obligation under cash-settled futures contracts the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts. The value of any liquid assets held as initial or variation margin with the Funds FCM for a futures contract may be deemed physically segregated or earmarked for cover purposes so long as such assets are held in compliance with Rule 17f-6 under the 1940 Act.
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There are several risks in connection with the use of futures by the Fund. In the event futures are used by the Fund for hedging purposes, one risk arises because of the imperfect correlation between movements in the price of futures and movements in the price of the instruments which are the subject of the hedge. The price of futures may move more than or less than the price of the instruments being hedged. If the price of futures moves less than the price of the instruments which are the subject of the hedge, the hedge will not be fully effective, but, if the price of the instruments being hedged has moved in an unfavorable direction, the Fund would be in a better position than if it had not hedged at all. If the price of the instruments being hedged has moved in a favorable direction, this advantage will be partially offset by the loss on the futures. If the price of the futures moves more than the price of the hedged instruments, the Fund involved will experience either a loss or gain on the futures which will not be completely offset by movements in the price of the instruments which are the subject of the hedge.
To compensate for the imperfect correlation of movements in the price of instruments being hedged and movements in the price of futures contracts, the Fund may buy or sell futures contracts in a greater dollar amount than the dollar amount of instruments being hedged if the volatility over a particular time period of the prices of such instruments has been greater than the volatility over such time period of the futures, or if otherwise deemed to be appropriate by the Adviser. Conversely, the Fund may buy or sell fewer futures contracts if the volatility over a particular time period of the prices of the instruments being hedged is less than the volatility over such time period of the futures contract being used, or if otherwise deemed to be appropriate by the Adviser. It is also possible that, when the Fund sells futures to hedge its portfolio against a decline in the market, the market may advance and the value of the futures instruments held in the Fund may decline.
Where futures are purchased to hedge against a possible increase in the price of securities before the Fund is able to invest its cash (or cash equivalents) in an orderly fashion, it is possible that the market may decline instead; if the Fund then concludes not to invest its cash at that time because of concern as to possible further market decline or for other reasons, the Fund will realize a loss on the futures contract that is not offset by a reduction in the price of the securities that were to be purchased.
Successful use of futures to hedge portfolio securities protects against adverse market movements but also reduces potential gain. For example, if the Fund has hedged against the possibility of a decline in the market adversely affecting securities held by it and securities prices increase instead, the Fund will lose part or all of the benefit to the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements (as described below). Such sales of securities may be, but will not necessarily be, at increased prices which reflect the rising market. The Fund may have to sell securities at a time when it may be disadvantageous to do so.
The Fund may also use futures to attempt to gain exposure to a particular market, index, security, commodity or instrument or for speculative purposes to increase return. One or more markets, indices or instruments to which the Fund has exposure through futures may go down in value, possibly sharply and unpredictably. This means the Fund may lose money.
The price of futures may not correlate perfectly with movement in the cash market due to certain market distortions. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which could distort the normal relationship between the cash and futures markets. Further, with respect to financial futures contracts, the liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced, thus producing distortions. In addition, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased
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participation by speculators in the futures market may also cause temporary price distortions. Due to the possibility of price distortion in the futures market, and because of the imperfect correlation between the movements in the cash market and movements in the price of futures, a correct forecast of general market trends or interest rate movements by the Adviser, as applicable, may still not result in a successful hedging transaction over a short time frame (in the event futures are used for hedging purposes).
Positions in futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures. Although the Fund intends to purchase or sell futures only on exchanges or boards of trade where there appear to be active secondary markets, there is no assurance that a liquid secondary market on any exchange or board of trade will exist for any particular contract or at any particular time. When there is no liquid market, it may not be possible to close a futures investment position, and in the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin (as described below). In such circumstances, an increase in the price of the securities, if any, may partially or completely offset losses on the futures contract. However, as described above, there is no guarantee that the price of the securities will in fact correlate with the price movements in the futures contract and thus provide an offset on a futures contract.
Further, it should be noted that the liquidity of a secondary market in a futures contract may be adversely affected by daily price fluctuation limits established by commodities exchanges which limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open futures positions. The trading of futures contracts is also subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, insolvency of a brokerage firm or clearing house or other disruptions of normal activity, which could at times make it difficult or impossible to liquidate existing positions or to recover equity.
Stock Index Futures. The Fund may invest in stock index futures. A stock index assigns relative values to the common stocks included in the applicable index and fluctuates with the changes in the market value of those stocks.
Stock index futures are contracts based on the future value of the basket of securities that comprise the underlying stock index. The contracts obligate the seller to deliver and the purchaser to take cash to settle the futures transaction or to enter into an obligation contract. No physical delivery of the securities underlying the index is made on settling the futures obligation. No monetary amount is paid or received by the Fund on the purchase or sale of a stock index future. At any time prior to the expiration of the future, the Fund may elect to close out its position by taking an opposite position, at which time a final determination of variation margin is made and additional cash is required to be paid by or released to the Fund. Any gain or loss is then realized by the Fund on the future for tax purposes. Although stock index futures by their terms call for settlement by the delivery of cash, in most cases the settlement obligation is fulfilled without such delivery by entering into an offsetting transaction. All futures transactions are effected through a clearing house associated with the exchange on which the contracts are traded.
Futures Contracts on Securities. The Fund may purchase and sell futures contracts on securities. A futures contract sale creates an obligation by the Fund, as seller, to deliver the specific type of financial instrument called for in the contract at a specific future time for a specified price. A futures contract purchase creates an obligation by the Fund, as purchaser, to take delivery of the specific type of financial instrument at a specific future time at a specific price. The specific securities delivered or taken, respectively, at settlement date, would not be determined until or near that date. The determination would be in accordance with the rules of the exchange on which the futures contract sale or purchase was made.
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Although futures contracts on securities by their terms call for actual delivery or acceptance of securities, in most cases the contracts are closed out before the settlement date without making or taking delivery of securities. The Fund may close out a futures contract sale by entering into a futures contract purchase for the same aggregate amount of the specific type of financial instrument and the same delivery date. If the price of the sale exceeds the price of the offsetting purchase, the Fund is immediately paid the difference and thus realizes a gain. If the offsetting purchase price exceeds the sale price, the Fund pays the difference and realizes a loss. Similarly, the Fund may close out of a futures contract purchase by entering into a futures contract sale. If the offsetting sale price exceeds the purchase price, the Fund realizes a gain, and if the purchase price exceeds the offsetting sale price, the Fund realizes a loss. Accounting for futures contracts will be in accordance with generally accepted accounting principles.
Swap Agreements. The Fund may enter into swap agreements with respect to securities, futures, currencies, indices, commodities and other instruments. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors, including securities, futures, currencies, indices, commodities and other instruments. Depending on their structure, swap agreements may increase or decrease the Funds exposure to long- or short-term interest rates (in the U.S. or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index). The notional amount of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange.
Some swap agreements that may be entered into by the Fund may calculate the obligations of the parties to the agreements on a net basis. Consequently, the Funds obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Funds obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of liquid assets of the Fund.
Forms of swap agreements also include cap, floor and collar agreements. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift the Funds investment exposure from one type of investment to another. For example, if the Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease the Funds exposure to long-term interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Funds investments and its share price and yield. The most significant factor in the performance of swap agreements is the change in the specific
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interest rate, currency, or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, whether in respect of periodic payments or margin, the Fund must be prepared to make such payments when due.
The Funds use of swap agreements may not be successful in furthering its investment objective as the Adviser may not accurately predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If such instruments are determined to be illiquid, then the Fund will limit its investment in these instruments subject to its limitation on investments in illiquid securities. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Certain restrictions imposed on the Fund by the Internal Revenue Code of 1986, as amended (the Code) may limit the Funds ability to use swap agreements. The Fund may be able to eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
The Dodd-Frank Act and related regulatory developments requires the clearing and exchange-trading of certain standardized OTC derivative instruments the CFTC and the SEC have defined as swaps. Mandatory exchange trading and clearing is occurring on a phased-in basis based on the type of market participant involved and the CFTCs approval of the contracts for central clearing. While central clearing and exchange trading are intended to reduce counterparty credit and liquidity risk, they do not make a swap transaction risk-free. The Adviser will continue to monitor developments in this area, particularly to the extent regulatory changes affect the Funds ability to enter into swap agreements.
Credit Default Swap Agreement (CDS) and Credit Default Index Swap Agreement Risk (CDX). The Fund may enter into credit default swap agreements, credit default index swap agreements and similar agreements as a buyer or as a seller of credit protection. The credit default swap agreement or similar instruments may have as reference obligations one or more securities that are not then held by the Fund. The protection buyer in a credit default swap agreement is generally obligated to pay the protection seller a periodic stream of payments over the term of the agreement, provided generally that no credit event on a reference obligation has occurred. In addition, at the inception of the agreement, the protection buyer may receive or be obligated to pay an additional up-front amount depending on the current market value of the contract. With respect to credit default swap agreements that are contractually required to cash settle, the Fund sets aside liquid assets in an amount equal to the Funds daily marked-to-market net obligations under the contracts. For credit default swap agreements that are contractually required to physically settle, the Fund sets aside the full notional value of such contracts. If a credit event occurs, an auction process is used to determine the recovery value of the contract. The seller then must pay the buyer the par value (full notional value) of the swap contract minus the recovery value as determined by the auction process. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Funds net cash flows over the life of the contract will be the initial up-front amount paid or received minus the sum of the periodic payments made over the life of the contract. However, if a credit event occurs, the Fund may elect to receive a cash amount equal to the par value (full notional value) of the swap contract minus the recovery value as determined by the auction process. As a seller of protection, the Fund generally receives a fixed rate of income throughout the term of the swap provided that there is no credit event. In addition, at the inception of the agreement, the Fund may receive or be obligated to pay an additional up-front amount depending on the current market value of the contract. If a credit event occurs, the Fund will be generally obligated to pay the buyer the par value (full notional value) of the swap contract minus the recovery value as determined by the auction process. Credit default swaps could result in losses if the Adviser does not correctly evaluate the creditworthiness
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of the underlying instrument on which the credit default swap is based. Additionally, if the Fund is a seller of a credit default swap and a credit event occurs, the Fund could suffer significant losses.
Equity, Currency, Commodity and Futures Swaps. The Fund may enter into swaps with respect to a security, currency, commodity or futures contract (each, an asset); basket of assets; asset index; or index component (each, a reference asset). An equity, currency, commodity or futures swap is a two-party contract that generally obligates one party to pay the positive return and the other party to pay the negative return on a specified reference asset during the period of the swap. The payments based on the reference asset may be adjusted for transaction costs, interest payments, the amount of dividends paid on the referenced asset or other economic factors.
Equity, currency, commodity or futures swap contracts may be structured in different ways. For example, with respect to an equity swap, when the Fund takes a long position, the counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have increased in value had it been invested in a particular stock (or group of stocks), plus the dividends that would have been received on the stock. In these cases, the Fund may agree to pay to the counterparty interest on the notional amount of the equity swap plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stock.
Therefore, in this case the return to the Fund on the equity swap should be the gain or loss on the notional amount plus dividends on the stock less the interest paid by the Fund on the notional amount. In other cases, when the Fund takes a short position, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have decreased in value had the Fund sold a particular stock (or group of stocks) short, less the dividend expense that the Fund would have paid on the stock, as adjusted for interest payments or other economic factors. In these situations, the Fund may be obligated to pay the amount, if any, by which the notional amount of the swap would have increased in value had it been invested in such stock.
Equity, currency, commodity or futures swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to these swaps is normally limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to the swap defaults, the Funds risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any.
Equity, currency, commodity or futures swaps are derivatives and their value can be very volatile. To the extent that the Adviser does not accurately analyze and predict future market trends, the values of assets or economic factors, the Fund may suffer a loss, which may be substantial. The swap markets in which many types of swap transactions are traded have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents. As a result, the markets for certain types of swaps have become relatively liquid.
Total Return and Interest Rate Swaps. In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index, for a specified period of time. In return, the buyer pays the counterparty a variable stream of payments, typically based upon short term interest rates, possibly plus or minus an agreed upon spread.
Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are fixed-for floating rate swaps, termed basis swaps and index amortizing swaps. Fixed-for floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the
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interest rate indices are different. Index amortizing swaps are typically fixed-for floating swaps where the notional amount changes if certain conditions are met. Like a traditional investment in a debt security, the Fund could lose money by investing in an interest rate swap if interest rates change adversely. For example, if the Fund enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, the Fund may have to pay more money than it receives. Similarly, if the Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating rate of interest, the Fund may receive less money than it has agreed to pay.
Interest rate and total return swaps entered into in which payments are not netted may entail greater risk than a swap entered into a net basis. If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.
Combined Transactions. The Fund may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions including forward currency contracts, multiple interest rate transactions and multiple swap transactions, and any combination of options, futures, currency, interest rate, and swap transactions (component transactions), instead of a single transaction, as part of a single or combined strategy when, in the opinion of the Adviser, it is in the best interests of the Fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions are normally entered into based on the Advisers judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.
Leverage Risk. Futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If the Fund uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis or purchasing derivative instruments in an effort to increase its returns, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Fund. The NAV of the Fund when employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.
Money Market Instruments. The Fund may invest in money market instruments. Money market instruments may include, without limitation, U.S. Government Obligations or certain types of corporate debt obligations (including those subject to repurchase agreements) as described herein, provided that they mature in thirteen months or less from the date of acquisition and are otherwise eligible for purchase by the Fund. Money market instruments also may include Bankers Acceptances, Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, Variable Amount Demand Master Notes (Master Notes) and shares of money market investment companies. Bankers Acceptances are time drafts drawn on and accepted by a bank, which are the customary means of effecting payment for merchandise sold in import-export transactions and are a source of financing used extensively in international trade. When a bank accepts such a time draft, it assumes liability for its payment. When the Fund acquires a Bankers Acceptance, the bank that accepted the time draft is liable for payment of interest and principal when due. The Bankers Acceptance, therefore, carries the full faith and credit of such bank. A Certificate of Deposit (CD) is an unsecured interest-bearing debt obligation of a bank. CDs acquired by the Fund would generally be in amounts of $100,000 or more. Commercial Paper is an unsecured, short term debt obligation of a bank, corporation or other borrower. Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. The Fund will invest in Commercial Paper only if it is rated in the highest rating category by any NRSRO or, if not rated, if the issuer has an outstanding unsecured debt issue rated in the three highest categories by any NRSRO or, if not so rated, is of equivalent quality in the Advisers assessment. Commercial Paper may
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include Master Notes of the same quality. Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master Notes are acquired by the Fund only through the Master Note program of the custodian, acting as administrator thereof. The Adviser will monitor, on a continuous basis, the earnings power, cash flow and other liquidity ratios of the issuer of a Master Note held by the Fund. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act and the rules thereunder.
Mortgage-Backed Securities. Mortgage-backed securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by private entities or various governmental and government-related entities. Yield characteristics of mortgage-backed securities differ from those of traditional debt securities in a variety of ways. The most significant differences of mortgage-backed securities are: 1) payments of interest and principal are more frequent (usually monthly) and 2) falling interest rates generally cause individual borrowers to pay off their mortgage earlier than expected, which results in prepayments of principal on the securities, thus forcing the purchaser to reinvest the money at a lower interest rate. In addition to risks associated with changes in interest rates, a variety of economic, geographic, social and other factors, such as the sale of the underlying property, refinancing or foreclosure, can cause investors to repay the loans underlying a mortgage-backed security sooner than expected. When prepayment occurs, a purchaser or mortgage-backed securities may have to reinvest its principal at a rate of interest that is lower than the rate on existing mortgage-backed securities.
Asset-Backed Securities. These securities are interests in pools of a broad range of assets other than mortgages, such as automobile loans, computer leases and credit card receivables. Like mortgage-backed securities, these securities are pass-through. In general, the collateral supporting these securities is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments with interest rate fluctuations, but may still be subject to prepayment risk.
Asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may not have the benefit of any security interest in the related assets, which raises the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which allow debtors to reduce their balances by offsetting certain amounts owed on the credit cards. Most issuers of asset-backed securities backed by automobile receivables permit the servicers of such receivables to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related asset-backed securities. Due to the quantity of vehicles involved and requirements under state laws, asset-backed securities backed by automobile receivables may not have a proper security interest in all of the obligations backing such receivables.
To lessen the effect of failures by obligors on underlying assets to make payments, the entity administering the pool of assets may agree to ensure the receipt of payments on the underlying pool occurs in a timely fashion (liquidity protection). In addition, asset-backed securities may obtain insurance, such as guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, for some or all of the assets in the pool (credit support). Delinquency or loss more than that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.
Bank Loans. Bank loans typically are arranged through private negotiations between a borrower and several financial institutions or a group of lenders which are represented by one or more lenders acting
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as agent. The agent is often a commercial bank that originates the loan and invites other parties to join the lending syndicate. The agent will be primarily responsible for negotiating the loan agreement and will have responsibility for the documentation and ongoing administration of the loan on behalf of the lenders after completion of the loan transaction. The Fund can invest in a bank loan either as a direct lender or through an assignment or participation.
When the Fund acts as a direct lender, it will have a direct contractual relationship with the borrower and may participate in structuring the loan, may enforce compliance by the borrower with the terms of the loan agreement and may have voting, consent and set-off rights under the loan agreement.
Loan assignments are investments in all or a portion of certain bank loans purchased from the lenders or from other third parties. The purchaser of an assignment typically will acquire direct rights against the borrower under the loan. While the purchaser of an assignment typically succeeds to all the rights and obligations of the assigning lender under the loan agreement, because assignments are arranged through private negotiations between potential assignees and assignors, or other third parties whose interests are being assigned, the rights and obligations acquired by the Fund may differ from and be more limited than those held by the assigning lender.
A holder of a loan participation typically has only a contractual right with the seller of the participation and not with the borrower or any other entities interpositioned between the seller of the participation and the borrower. As such, the purchaser of a loan participation assumes the credit risk of the seller of the participation, and any intermediary entities between the seller and the borrower, in addition to the credit risk of the borrower. When the Fund holds a loan participation, it will have the right to receive payments of principal, interest and fees to which it may be entitled only from the seller of the participation and only upon receipt of the seller of such payments from the borrower or from any intermediary parties between the seller and the borrower. Additionally, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, will have no voting, consent or set-off rights under the loan agreement and may not directly benefit from the collateral supporting the loan although lenders that sell participations generally are required to distribute liquidation proceeds received by them pro rata among the holders of such participations. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by the borrower as a result of improper conduct by the seller or intermediary. If the borrower fails to pay principal and interest when due, the Fund may be subject to greater delays, expenses and risks than those that would have been involved if the Fund had purchased a direct obligation of such borrower.
Direct loans, assignments and loan participations may be considered liquid, as determined by the Adviser based on criteria approved by the Board.
The Fund may have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Funds ability to dispose of the bank loan in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Furthermore, transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. As a result, those proceeds will not be available to make additional investments or to meet the Funds redemption obligations. To the extent that extended settlement creates short-term liquidity needs, the Fund may satisfy these needs by holding additional cash or selling other investments (potentially at an inopportune time, which could result in losses to the Fund).
Bank loans may not be considered securities, and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.
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Municipal Securities. Municipal securities, including municipal bonds and municipal notes, consist of: (i) debt obligations issued by or on behalf of public authorities to obtain funds to be used for various public facilities, for refunding outstanding obligations, for general operating expenses and for lending such funds to other public institutions and facilities, and (ii) certain private activity and industrial development bonds issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated facilities.
Municipal bonds are debt obligations issued to obtain funds for various public purposes. Municipal bonds include general obligation bonds, revenue or special obligation bonds, private activity and industrial development bonds, moral obligation bonds and participation interests in municipal bonds. General obligation bonds are backed by the taxing power of the issuing municipality. Revenue or special obligation bonds are backed by the revenues of a project or facility, such as tolls from a toll bridge. Private activity or industrial development bonds are issued by or on behalf of public authorities to raise money to finance various privately-owned or -operated facilities for business and manufacturing, housing, sports and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, parking or sewage or solid waste disposal facilities and certain other facilities. The payment of the principal and interest on such bonds is dependent solely on the ability of the facilitys user to meet its financial obligations and the pledge, if any, of real and personal property financed as security for such payment. Moral obligation bonds are normally issued by special purpose authorities. Moral obligation bonds are not backed by the full faith and credit of the issuing municipality, but are generally backed by the agreement of the issuing authority to request appropriations from the municipalitys legislative body. Certificates of participation represent an interest in an underlying obligation or commitment, such as an obligation issued in connection with a leasing arrangement.
Municipal notes consist of general obligation notes, tax anticipation notes (notes sold to finance working capital needs of the issuer in anticipation of receiving taxes on a future date), revenue anticipation notes (notes sold to provide needed cash prior to receipt of expected non-tax revenues from a specific source), bond anticipation notes, tax and revenue anticipation notes, certificates of indebtedness, demand notes and construction loan notes. The maturities of the instruments at the time of issue will generally range from three months to one year.
Senior Loan Risk. Investments in Senior Loans are subject to credit risk and general investment risk. Credit risk refers to the possibility that the borrower of a Senior Loan will be unable and/or unwilling to make timely interest payments and/or repay the principal on its obligation. Default in the payment of interest or principal on a Senior Loan will result in a reduction in the value of the Senior Loan and consequently a reduction in the value of the Funds investments and a potential decrease in the NAV of the Fund. Senior Loans are also subject to the risk that the value of the collateral securing a Senior Loan may decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate. In addition, the Funds access to the collateral may be limited by bankruptcy or other insolvency laws. Further, loans held by the Fund may not be considered securities and, therefore, purchasers, such as the Fund, may not be entitled to rely on the strong anti-fraud protections of the federal securities laws. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the Senior Loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders, including the Fund, such as invalidation of Senior Loans or causing interest previously paid to be refunded to the borrower. Senior Loans are also subject to high yield securities risks and liquidity risks described above. In addition, bank loans may be subject to extended settlement periods, which may impair the Funds ability to sell or realize the full value of its loans in the event of a need to liquidate such loans in a compressed period of time. Some of the loans in which the Fund may invest or obtain exposure to may be covenant-lite loans. Covenant-lite loans may contain fewer or no maintenance covenants compared to other loans and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. The Fund may experience relatively greater realized
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or unrealized losses or delays in enforcing its rights on its holdings of covenant-lite loans than its holdings of loans with stricter covenants.
Repurchase Agreements. The Fund may invest, directly or indirectly, in repurchase agreements. A repurchase agreement transaction occurs when an investor (e.g., the Fund) purchases a security (normally a U.S. government security) from a counterparty with the understanding that the investor will later resell the security to the same counterparty (normally a member bank of the Federal Reserve System (the Federal Reserve) or a registered government securities dealer). The Funds initial purchase is essentially a loan to the counterparty that is collateralized by the security (and/or securities substituted for them under the repurchase agreement). The Fund must return the security to the counterparty when the counterparty repurchases it at a later date and higher price. The repurchase price exceeds the purchase price by an amount that reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one to seven days of the purchase. Repurchase agreements are considered loans under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations. The Adviser will consider the creditworthiness of the counterparty. If the counterparty fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Funds risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral. The Fund will not enter into any repurchase agreement that would cause more than 15% of its net assets to be invested in repurchase agreements that extend beyond seven days.
Illiquid Investments. The Fund may not purchase or otherwise acquire any illiquid investment if, immediately after the acquisition, the value of the illiquid investments held by the Fund would exceed 15% of the Funds net assets. An illiquid investment is any investment 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 investment. Illiquid investments pose risks of potential delays in resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio investments and the Fund may be unable to dispose of illiquid investments promptly or at reasonable prices. Under the supervision of the Trusts Board of Trustees (the Board), the Adviser determines the liquidity of the Funds investments and, through reports from the Adviser, the Trustees monitor investments in illiquid investments. If through a change in values, net assets, or other circumstances, the Fund was in a position where more than 15% of its net assets were invested in illiquid investments, it would seek to take appropriate steps to bring the Funds illiquid investments to or below 15% of its net assets per the requirements of Rule 22e-4 of the 1940 Act. The sale of some illiquid and other types of investments may be subject to legal restrictions.
If the Fund invests in investments for which there is no ready market, the Fund may not be able to readily sell such investments. Such investments are unlike investments that are traded in the open market, and which can be expected to be sold immediately if the market is adequate. The sale price of illiquid investments once realized may be lower or higher than the Funds most recent estimate of their fair market value. Generally, less public information is available about issuers of such illiquid investments than about companies whose investments are publicly traded.
Restricted Securities. Within its limitation on investment in illiquid investments, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement. If during such a period adverse
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market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Restricted securities are generally considered to be illiquid unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called 4(a)(2) commercial paper or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (144A Securities). Investing in 144A Securities may decrease the liquidity of the Funds portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
Borrowing Money. The Fund may, to the extent permitted under the 1940 Act, borrow money in order to meet redemption requests or for extraordinary or for emergency purposes. Borrowing involves the creation of a liability that requires the Fund to pay interest. In the event the Fund should ever borrow money under these conditions, such borrowing could increase the Funds costs and thus reduce the value of the Funds assets. In an extreme case, if the Funds current investment income were not sufficient to meet the interest expense of borrowing, it could be necessary for the Fund to liquidate certain of its investments at an inappropriate time.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33 1/3% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities that the Adviser has determined are creditworthy under guidelines established by the Board. In determining whether the Fund will lend securities, the Adviser will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Adviser. Each loan of securities will be collateralized by cash, securities, or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund collateral in the form of cash or cash equivalents, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower at any time. The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially. If the Fund invests the cash collateral from the borrower, there is the risk that such investment may result in a financial loss. In such an event, the Fund would be required to repay the borrower out of the Funds assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser normally intends to call the loaned securities to vote proxies, or to use other practicable and legally enforceable means to obtain voting rights, when the Adviser believes a material event affecting the loaned securities will occur or the Adviser otherwise believes it necessary to vote.
The Funds Custodian serves as Securities Lending Agent for the Fund, and provides services which include screening, selection and review of borrowers, monitoring availability of securities,
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negotiating rebates, daily marking to market of loans, monitoring and maintaining cash collateral levels, processing securities movements, and reinvesting cash collateral as directed.
The Fund engaged in the lending of portfolio securities during the past fiscal year as set forth below.
Securities Lending Activity for the Fiscal Year Ended May 31, 2025 | |
Gross Income from Securities Lending Activity: | $799,597 |
Fees and/or Compensation: | |
Revenue Split | $24,310 |
Cash Collateral Management | $23,395 |
Administrative Fees | $0 |
Indemnification Fees | $0 |
Rebates Paid to Borrows | $654,648 |
Aggregate Fees and/or Compensation: | $702,353 |
Net Income from Securities Lending Activity: | $97,244 |
Economic and Regulatory Risks. Domestic and foreign governments and agencies thereof often adopt an active approach to managing economic conditions within a nation, which may have material effects on the securities markets within the nation. A government may pursue supportive policies that include, but are not limited to, lowering corporate and personal tax rates and launching stimulative government spending programs designed to improve the national economy or sectors thereof. Agencies of a government, including central banks, may pursue supporting policies that include, but are not limited to, setting lower interest rate targets and buying and selling securities in the public markets. Governments and agencies thereof may also attempt to slow economic growth if the pace of economic growth is perceived to be too great and pose a long-term risk to the economy or a sector thereof. In each instance, the actions taken may be less successful than anticipated or may have unintended adverse consequences. Such a failure or investor perception that such efforts or support are failing could negatively affect securities markets generally, as well as result in higher interest rates, increased market volatility and reduce the value and liquidity of certain securities, including securities held by the Fund.
In addition, governments and agencies thereof may enact additional regulation or engage in deregulation that negatively impacts the general securities markets or a sector thereof. Given the potential broad scope and sweeping nature of some regulatory actions, the potential impact a regulatory action may have on securities held by the Fund may be difficult to determine and may not be fully known for an extended period of time. Accordingly, regulatory actions could adversely affect the Fund.
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 seeking to maintain interest rates at or near historically low levels and by purchasing large quantities of fixed income securities on the open market, such as securities issued or guaranteed by the U.S. government, its agencies or instrumentalities (Quantitative Easing). Similar steps took place again in 2020 in an effort to support the economy during the COVID-19 pandemic. Beginning in March 2022, the Federal Reserve began increasing interest rates. It is difficult to accurately predict the pace at which the Federal Reserve will increase interest rates further or begin to decrease interest rates, or the timing, frequency or magnitude of any such increases or decreases. Any further increases or decreases in interest rates may cause volatility in fixed-income and related markets. This in turn could cause sudden and significant volatility in certain of the Funds investments and the Funds share price.
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Operational Risk. An investment in the Fund involves operational risk arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. Any of these failures or errors could result in a loss or compromise of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there is no guarantee that the Fund will not suffer losses due to operational risk.
Cybersecurity Risk. The Fund and its service providers may be subject to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Fund to lose or compromise confidential or proprietary or private personal information, suffer data corruption or lose operational capacity. Breaches in cybersecurity include, among other things, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential, proprietary or private personal information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Funds investment adviser, distributor, custodian, transfer agent or other third-party service providers may adversely impact the Fund and its shareholders. For instance, a successful cybersecurity breach may interfere with the processing of shareholder transactions, impact the Funds ability to calculate its NAV, cause the release of confidential, proprietary or private personal shareholder information, impede trading, subject the Fund to regulatory fines or financial losses, and/or cause reputational damage. The Fund relies on third-party service providers for many of the day-to-day operations, and is therefore subject to the risk that the protections and protocols implemented by those service providers will be ineffective in protecting the Fund from cybersecurity breaches. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Funds investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
Temporary Defensive Positions. The Fund may, but should not be expected to, take temporary defensive positions that are inconsistent with its principal investment strategies. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
High Portfolio Turnover Risk. To the extent that the Fund makes investments on a shorter-term basis (including in derivative instruments and instruments with a maturity of one year or less at the time of acquisition), the Fund will likely as a result trade more frequently and incur higher levels of brokerage fees and commissions, and cause higher levels of current tax liability to shareholders in the Fund.
Portfolio Turnover. The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Funds purchases or sales of portfolio securities for the year by the monthly average value of the securities. The Funds portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to the Fund, including brokerage commissions, and may result in additional tax consequences to the Funds shareholders.
For the fiscal years listed below, the portfolio turnover rates of the Fund were:
Fiscal Year Ended May 31 | Portfolio Turnover Rate |
2025 | 72% |
2024 | 49% |
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INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment limitations that may not be changed without the affirmative vote of a majority of the outstanding shares of the Fund. As used in the Prospectus and this SAI, the term majority of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding voting securities of the Fund. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities. See the Prospectus for more information about the Funds investment objective and investment strategies, each of which are not fundamental and may be changed without shareholder approval.
FUNDAMENTAL RESTRICTIONS. As a matter of fundamental policy:
1. Borrowing Money. The Fund may not engage in borrowing (including, without limitation, borrowing to meet redemptions), except as permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff. For purposes of this investment restriction, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing.
2. Senior Securities. The Fund will not issue senior securities, except as permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.
3. Underwriting. The Fund will not act as underwriter, except to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws or in connection with investments in other investment companies.
4. Real Estate. The Fund will not purchase or sell real estate. This limitation is not applicable to investments in marketable securities which are secured by or represent interests in real estate. This limitation does not preclude the Fund from holding or selling real estate acquired as a result of the Funds ownership of securities or other instruments, investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options, forward contracts, or futures contracts, including those relating to indices, or and options on futures contracts or indices, or from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, provided that the Fund may lend its portfolio securities in an amount up to 33% of total Fund assets, and provided further that, for purposes of this restriction, investments in U.S. Government obligations, short-term commercial paper, certificates of deposit, bankers acceptances, repurchase agreements and any other lending arrangement permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff shall not be deemed to be the making of a loan. For purposes of this limitation, the term loans shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities.
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7. Concentration. The Fund will not invest more than 25% of its total assets in a particular industry or group of industries. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government (including its agencies and instrumentalities) or, in some instances, state or municipal governments (and their political subdivisions) or repurchase agreements with respect thereto. Investments in registered investment companies may contribute to an industry concentration to the extent that the underlying portfolio of that registered investment company contains investments in a particular industry or group of industries. If the Fund invests in a revenue bond tied to a particular industry, the Fund will consider such investment to be issued by a member of the industry to which the revenue bond is tied.
With respect to the fundamental investment restrictions above, if a percentage limitation or standard is adhered to at the time of investment, a later increase or decrease in percentage or departure from the standard resulting from any change in value or net assets or other factors will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase); provided, however, that the treatment of the fundamental restrictions related to borrowing money and issuing senior securities are exceptions to this general rule and are monitored on an ongoing basis.
Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities. Rule 18f-4 under the 1940 Act permits a fund to enter into derivatives transactions, notwithstanding prohibitions and restrictions on the issuance of senior securities under Section 18 of the 1940 Act, provided the fund complies with the Rules conditions. In accordance with Rule 18f-4, a fund may enter into reverse repurchase and similar financing transactions if it either (1) complies with the asset coverage requirements of Section 18 of the 1940 Act or (2) treat such transactions as derivative transactions under Rule 18f-4.
The 1940 Act permits the Fund to borrow money from banks in an amount up to one-third of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities then outstanding).
CALCULATION OF SHARE PRICE
The share price or NAV of shares of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (the NYSE) on each day the NYSE is open for trading. Currently, the NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Years 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.
For purposes of computing the Funds NAV, securities are valued at market value as of the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time) on each business day the NYSE is open. Securities listed on the NYSE or other exchanges are valued based on their last sale prices on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the mean of the closing bid and ask prices on the NYSE or other primary exchange for that day. National Association of Securities Dealers Automated Quotations (NASDAQ) listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the mean of the most recently quoted bid and ask prices as reported by NASDAQ. Securities traded in the OTC market are valued at the last sale price, if available, otherwise at the mean of the most recently quoted bid and ask prices.
In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board pursuant to Rule 2a-5.
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Fixed-income securities are normally valued based on prices obtained from independent third-party pricing services, which are generally determined with consideration given to institutional bid and last sale prices and take into account security prices, yield, maturity, call features, ratings, institutional-sized trading in similar groups of securities and developments related to specific securities. Foreign securities are normally valued on the basis of fair valuation prices obtained from independent third-party pricing services, which are generally determined with consideration given to any change in price of the foreign security and any other developments related to the foreign security since the last sale price on the exchange on which such foreign security primarily traded and the close of regular trading on the NYSE. Information provided by one or more pricing services may be utilized in determining the fair value of securities held by the Fund. To the extent the assets of the Fund are invested in other open-end investment companies that are registered under the 1940 Act and not traded on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Fund are offered for sale on a continuous basis. Shares are sold and redeemed at their NAV, as next determined after receipt of the purchase or redemption order in proper form.
The Fund may suspend the right of redemption or postpone the date of payment for shares during a period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted these suspensions; or (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its assets.
The Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of its shareholders. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein the Fund has committed to pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Funds net assets at the beginning of such period unless the shareholder consents to receiving the entire distribution in kind. A redemption in kind will consist of liquid securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Funds holdings that are readily marketable securities to the redeeming shareholder within 7 calendar days after the Funds receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities paid as redemption proceeds. In addition, when you sell these securities, you bear the risk that the securities have become less liquid and are difficult to sell. You also will be responsible for any taxes and brokerage charges associated with selling the securities.
SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others,
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investors are free to make additions to and withdrawals from their account as often as they wish. When an investor makes an initial investment in the Fund, a shareholder account is opened in accordance with the investors registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or a redemption, the shareholder will receive a confirmation statement showing the current transaction.
Automatic Investment Plan. The automatic investment plan enables investors to make regular periodic investments in shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Funds transfer agent will automatically charge the checking account for the amount specified which will be automatically invested in shares at the NAV on or about the fifteenth or the last business day of the month or quarter, or both. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Fund.
Transfer of Registration. To transfer shares to another owner, send a written request to Wavelength Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246. Your request should include the following: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) if it is for a new account, a completed account application, or if it is for an existing account, the account number; (iv) Medallion signature guarantees (See the heading How to Redeem Shares – Signature Guarantees in the Prospectus); and (v) any additional documents that are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Fund.
MANAGEMENT OF THE TRUST
Overall responsibility for management and supervision of the Fund and the Trust rests with the Board. The members of the Board (the Trustees) are elected by the Trusts shareholders or existing members of the Board as permitted under the 1940 Act and the Trusts Agreement and Declaration of Trust (the Declaration of Trust). Each Trustee serves for a term of indefinite duration until death, resignation, retirement or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trusts day-to-day operations. The officers are elected annually. Certain officers of the Trust also may serve as Trustees.
The Trust will be managed by the Board in accordance with the laws of the State of Ohio governing business trusts. There are currently five Trustees, all of whom are not interested persons, as defined by the 1940 Act, of the Trust (the Independent Trustees). The Independent Trustees receive compensation for their services as Trustees and attendance at meetings of the Board. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices.
Included in Appendix A is a table that sets forth the Trustees and executive officers of the Trust, their year of birth and address, their present position with the Trust, length of time served in their position, their principal occupation(s) during the past five years, and any other directorships held by the Trustees. Those Trustees who are interested persons as defined in the 1940 Act and those Trustees who are Independent Trustees are identified in the table.
Leadership Structure and Qualifications of Trustees
As noted above, the Board consists of five Trustees, all of whom are Independent Trustees. The Board is responsible for the oversight of the series, or funds, of the Trust.
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In addition to the Fund, the Trust has other series managed by other investment advisers. The Board has engaged various investment advisers to oversee the day-to-day management of the Trusts series. The Board is responsible for overseeing these investment advisers and the Trusts other service providers in the operations of the Trust in accordance with the 1940 Act, other applicable federal and state laws, and the Declaration of Trust.
The Board meets at least four times throughout the year. The Board generally meets in person, but may meet by telephone or videoconference as permitted by the 1940 Act. In addition, the Trustees may meet in person or by telephone or videoconference at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management.
Board Leadership. The Board is led by its Chairperson, Ms. Janine L. Cohen, who is also an Independent Trustee. The Chairperson generally presides at all Board Meetings, facilitates communication and coordination between the Trustees and management, and reviews meeting agendas for the Board and the information provided by management to the Trustees. The Chairperson works closely with Trust counsel and counsel to the Independent Trustees. The Chairperson is also assisted by the Trusts President, who, with the assistance of the Trusts other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Funds service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairperson and all Trustees as Independent Trustees, is appropriate and in the best interests of the Trust. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
Board Committees. The Board has established the following standing committees:
Audit Committee: The principal functions of the Audit Committee are: (i) to appoint, retain and oversee the Trusts independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to act as the Trusts qualified legal compliance committee (QLCC), as defined in the regulations under the Sarbanes-Oxley Act; and (iv) to act as a proxy voting committee if called upon under the Trusts Proxy Voting Policies and Procedures when a matter with respect to which a series of the Trust is entitled to vote presents a conflict between the interest of the series shareholders, on the one hand, and those of the series investment manager on the other hand. Messrs. Clifford N. Schireson, Robert E. Morrison, and Keith Shintani, and Mses. Janine L. Cohen and Jacqueline A. Williams are the members of the Audit Committee. Mr. Schireson is the Chairperson of the Audit Committee and presides at its meetings. The Audit Committee met five times during the Funds prior fiscal year ended May 31, 2025.
Nominations and Governance Committee (the Governance Committee): The Governance Committee nominates and selects persons to serve as members of the Board, including Independent Trustees and interested Trustees and assists in reviewing the Trusts governance practices and standards. In selecting and nominating persons to serve as Independent Trustees, the Governance Committee will not consider nominees recommended by shareholders of the Trust unless required by law. Messrs. Schireson, Morrison, and Shintani and Mses. Cohen and Williams are the members of the Governance Committee. Mr. Morrison is the Chairperson of the Governance Committee and presides at its meetings. The Governance Committee met four times during the Funds prior fiscal year ended May 31, 2025.
15(c) Contracts Committee: The 15(c) Contracts Committee is responsible for the oversight of the Funds 15(c) contract review process. Messrs. Morrison, Schireson, and Shintani, and Mses. Cohen and
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Williams are the members of the 15(c) Contracts Committee. Ms. Williams is the Chairperson of the 15(c) Contracts Committee. The 15(c) Contracts Committee met twice during the Funds prior fiscal year ended May 31, 2025.
Qualifications of the Trustees. The Governance Committee reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Trustee, the Governance Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance Committee believes contribute to the oversight of the Trusts affairs. The Board has concluded, based on the recommendation of the Governance Committee, that each Trustees experience, qualifications, attributes or skills on both an individual basis and in combination with the other Trustees, that each Trustee is qualified to serve on the Board. The Board believes that the Trustees ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. In determining that a particular Trustee is and will continue to be qualified to serve as a Trustee, the Board considers a variety of criteria, none of which, in isolation, is controlling.
In addition to the Trustee qualifications listed above, each of the Trustees has additional Trustee qualifications including, among other things, the experience identified in the Trustees and Executive Officers table included in Appendix A and as follows:
Independent Trustees
Janine L. Cohen, retired, was an executive at AER Advisors, Inc. (AER) from 2004 through her retirement in 2013. Ms. Cohen served as the Chief Financial Officer (CFO) from 2004 to 2013 and Chief Compliance Officer (CCO) from 2008 to 2013 at AER. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to those roles at AER, Ms. Cohen was a Senior Vice President at State Street Bank. Ms. Cohen has over 30 years of experience in the financial services industry. She holds a B.S. in Accounting and Math from the University of Minnesota and is a Certified Public Accountant. Ms. Cohen has been the Chairperson since October 2019 and a Trustee since January 2016.
Jacqueline A. Williams has served as the Managing Member of Custom Strategies Consulting, LLC since 2017, where she provides consulting services to investment managers. Prior to that, she served as a Managing Director of Global Investment Research for Cambridge Associates, LLC since 2005. Earlier in her career, Ms. Williams served as a Principal at Equinox Capital Management, LLC where she was chairperson of the stock selection committee and the firms financial services analyst. Ms. Williams also served as an Investment Analyst at IBJ Schroder Bank & Trust Company where she monitored U.S. financial services stocks. Ms. Williams has over 25 years of experience in the investment management industry. Ms. Williams earned an A.B. in Religion from Duke University and a Ph.D. in Religious Studies from Yale University. She has been a Chartered Financial Analyst charter holder since 1990. Ms. Williams has been a Trustee since June 2019.
Clifford N. Schireson, retired, was the founder of Schireson Consulting, LLC, which he launched in 2017 until his retirement in 2021. Prior to that, Mr. Schireson was Director of Institutional Services from 2004 to 2017 at Brandes Investment Partners, LP, an investment advisory firm, where he also was co-head of fixed income and a member of the fixed-income investment committee. From 1998 to 2004, he was a Managing Director at Weiss, Peck & Greer LLC specializing in fixed-income products for both taxable and municipal strategies for institutional clients. Mr. Schireson has over 20 years of experience in the investment management industry as well as 20 years of experience in the investment banking industry. Mr.
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Schireson holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. Mr. Schireson has been a Trustee since June 2019.
Robert E. Morrison serves as a Managing Director at Midwest Trust and FCI Advisors, where he has worked since February, 2022. Previously, Mr. Morrison was a Senior Vice President at Huntington Private Bank, where he worked from 2014 to 2022. From 2006 to 2014, he served as the CEO, President and Chief Investment Officer of 5 Star Investment Management. Mr. Morrison has a B.S. in Forestry Management from Auburn University and is a graduate of the Personal Financial Planning program of Old Dominion University. Mr. Morrison previously served on the Ultimus Managers Trust Board of Trustees as the Founding Chairman of the Trust in 2012. Mr. Morrison resigned from the Board in 2014 as a result of a business conflict that no longer exists. Mr. Morrison has over 32 years of financial services experience, focusing on asset management and wealth management. Mr. Morrison has been a Trustee since June 2019.
Keith Shintani, retired, served as a Senior Vice President of Relationship Management at U.S. Bank Global Fund Services, where he worked from 1998 until June 2022. Previously, Mr. Shintani was Director of Finance at Charles Schwab Investment Management, where he worked from January 1997 through December 1997. From 1993 to 1995, he served as a Manager of Mutual Fund Operations of PIMCO Advisors L.P. From 1989 to 1993, Mr. Shintani served as a Variable Products Manager of Pacific Life Insurance Company. From 1986 to 1989, he served as a Senior Accountant of Deloitte and Touche. Mr. Shintani has a B.S. in Accounting from University of Southern California. Mr. Shintani has been a Trustee since January 2024.
References above to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
Risk Oversight. The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its committees, reviews reports from, among others, the Adviser, the Trusts CCO, the Trusts independent registered public accounting firm, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser, with respect to the Funds investments and trading activities, and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser, with respect to the Funds investments and trading activities, and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board or the Adviser or other service providers. The Independent Trustees meet separately with the Trusts CCO at least annually, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. As part of its oversight function, the Board also may hold special meetings or communicate directly with Trust management or the Trusts CCO to address matters arising between regular meetings.
The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including the Funds investment performance, as well as reports regarding the valuation of the Funds securities (when applicable). The Board also receives quarterly reports from the Funds administrator (the Administrator), transfer agent (the Transfer Agent) and the distributor (the Distributor) on regular quarterly items and, where appropriate and as needed, on specific issues. In addition, in its annual review of the Funds investment advisory agreement, the Board reviews information
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provided by the Adviser relating to its operational capabilities, financial condition and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Boards committee structure.
Trustees Ownership of Fund Shares. The following table shows each Trustees beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the Trust overseen by the Trustee. Information is provided as of December 31, 2024.
Name of Trustee | Dollar
Range of Shares of the Fund Owned by Trustee |
Aggregate
Dollar Range of Shares Owned of All Funds in Trust Overseen by Trustee |
Independent Trustees | ||
Janine L. Cohen | None | over $100,000 |
Jacqueline A. Williams | None | None |
Clifford N. Schireson | None | None |
Robert E. Morrison | None | None |
Keith Shintani | None | None |
Ownership In Fund Affiliates. As of December 31, 2024, none of the Independent Trustees, nor members of their immediate families, owned, beneficially or of record, securities of the Adviser, Ultimus Fund Distributors, LLC (the Distributor) or any affiliate of the Adviser or the Distributor.
Trustee Compensation. No director, officer, or employee of the Adviser or the Distributor receives any compensation from the Trust for serving as an officer or Trustee of the Trust. As of January 1, 2024, each Independent Trustees receives a $600 per meeting fee and a $1,300 annual retainer for each series of the Trust, except the Chairperson who receives a $2,000 annual retainer, the Chairperson of the Audit Committee and Chairperson of the 15(c) Contracts Committee receives a $1,700 annual retainer for serving as such. The Trust reimburses each Trustee and officer for their travel and other expenses incurred by attending meetings. The following table provides the amount of compensation payable to each Trustee during the Funds fiscal year ended May 31, 2025:
Name of Trustee | Aggregate
Compensation From the Fund |
Pension
or Retirement Benefits Accrued As Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation From all Funds Within the Trust |
Independent Trustees | ||||
Janine L. Cohen | $3,300 | None | None | $145,800 |
Jacqueline A. Williams | $3,075 | None | None | $136,800 |
Clifford N. Schireson | $3,075 | None | None | $136,800 |
Robert E. Morrison | $2,775 | None | None | $124,800 |
Keith Shintani | $2,775 | None | None | $124,800 |
Principal Holders of Voting Securities. As of September 2, 2025, the Trustees and officers of the Trust as a group beneficially owned (i.e., had direct or indirect voting and/or investment power) less
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than 1% of the then-outstanding shares of the Fund. On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of the Fund:
Name and Address of Record Owner | Percentage Ownership |
CHARLES SCHWAB & CO INC ATTM MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO, CA 94105 |
38.56% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY, NJ 07310 |
35.56% |
MORGAN STANLEY SMITH BARNEY LLC/FOR EXECLUSIVE BENEFIT OF ITS CUSTOMERS 1 NEW YORK PLAZA, FL 12 NEW YORK, NY 1004-1901 |
9.47% |
A shareholder owning of record or beneficially more than 25% of the Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting than the vote of other shareholders.
INVESTMENT ADVISER
Wavelength Capital Management, LLC, located at 21 Bridge Square, Westport, Connecticut 06880, serves as the investment adviser to the Fund. The Adviser was formed and commenced operations in March 2013. Subject to the Funds investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser also provides investment advisory services to separate accounts. The Adviser is controlled by Andrew Dassori and Mark Landis.
The Adviser serves as the investment adviser to the Fund pursuant to the Investment Advisory Agreement dated December 8, 2021 (the Advisory Agreement). The Advisory Agreement remains in effect for an initial term of two years and thereafter for periods of one year each only so long as such renewal and continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds outstanding voting securities, provided the continuance is also approved by a majority of the Independent Trustees. The Advisory Agreement is terminable without penalty on 10 days notice by the Trustees or by vote of a majority of the outstanding voting securities of the Fund. The Adviser may, at any time and without any penalty, terminate the Advisory Agreement upon 60 days written notice to the Trust and the Fund. The Advisory Agreement provides that it will terminate automatically in the event of its assignment, as such term is defined in the 1940 Act.
Under the Advisory Agreement for its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.95% of its average daily net assets. Under an expense limitation agreement (the Expense Limitation Agreement), the Adviser has agreed to reduce its investment advisory fees and reimburse Fund expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, Acquired Fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of its average daily net assets until October 1, 2026. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after the date that such fees and expenses were incurred, provided that the repayment does not cause the Funds Total Annual Fund Operating Expenses (exclusive
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of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred.
The table below provides the compensation paid to the Adviser by the Fund and Management Fee reductions and expense reimbursements made by the Adviser during the fiscal years indicated:
Fiscal Year Ended May 31 | Management
Fees Accrued |
Management
Fee Reductions |
Expense
Reimbursements |
Net
Advisory Fees Received by Adviser |
2025 | $681,390 | $242,205 | $0 | $439,185 |
2024 | $822,733 | $247,607 | $0 | $575,126 |
2023 | $1,180,340 | $382,131 | $0 | $798,209 |
The Adviser manages the Funds investments in accordance with the stated investment objective and policies of the Fund, subject to the oversight of the Board. The Adviser is responsible for investment decisions, and provides the Fund with a portfolio manager to execute purchases and sales of securities, and investments. The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
Portfolio Manager
The Fund is managed by Andrew Dassori (the Portfolio Manager), who is responsible for the day-to-day implementation of investment strategies for the Fund.
Other Accounts Managed by Portfolio Manager
As of the date of this SAI, the Portfolio Manager is not responsible for the day-to-day management of any other accounts.
Potential Conflicts of Interest
The Portfolio Managers management of other accounts in the future (the Other Accounts), if any, may give rise to potential conflicts of interest in connection with his management of the Funds investments, on the one hand, and the investments of the Other Accounts, on the other. A potential conflict of interest may arise where an Other Account has the same investment objective as the Fund, similar strategies or otherwise holds, purchases or sells securities that are eligible to be held, purchased or sold by the Fund. In such conditions, the Portfolio Manager could favor one account over another. Another potential conflict could include the Portfolio Managers knowledge about the size, timing and possible market impact of Fund trades, whereby the Portfolio Manager could use this information to the advantage of Other Accounts and to the disadvantage of the Fund or vice versa. However, the Adviser has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated.
A potential conflict of interest may arise as a result of the Portfolio Managers day-to-day management of the Fund. The Portfolio Manager knows the size and timing of trades for the Fund and the
39
Other Accounts, and may be able to predict the market impact of the Funds trades. It is theoretically possible that the Portfolio Manager could use this information to the advantage of Other Accounts he manages and to the possible detriment of the Fund, or vice versa.
Compensation
Mr. Dassori receives compensation in his capacity as Portfolio Manager through his partial ownership interest in the profits of the Adviser. The profitability of the Adviser is primarily dependent upon the value of the Funds assets; however, compensation is not directly based upon the Funds performance or the value of the Funds assets.
Ownership of Fund Shares
The table below shows the value of shares of the Fund beneficially owned by the Portfolio Manager of the Fund as of the fiscal year ended May 31, 2025 stated as one of the following ranges: None; $1–$10,000; $10,001–$50,000; $50,001–$100,000; $100,001–$500,000; $500,001–$1,000,000; or over $1,000,000.
Name of Portfolio Manager | Dollar Range of Shares of the Fund |
Andrew G. Dassori | over $1,000,000 |
PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Funds investment objective, policies and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Funds portfolio transactions.
Purchases and sales of portfolio securities that are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the OTC market are generally principal transactions with dealers. With respect to the OTC market, the Fund, where possible, will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment consistent with its obligation to seek best execution and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers who provide investment research to the Adviser may receive orders for equity transactions on behalf of the Fund. Information so received is in addition to and not in lieu of services required to be performed by the Adviser and does not reduce the fees payable to the Adviser by the Fund. Such information may be useful to the Adviser in serving both the Fund and other clients and, conversely, supplemental information obtained by the placement of brokerage orders of other clients may be useful to the Adviser in carrying out its obligations to the Fund. While the Adviser generally seeks competitive commissions, the Fund may not necessarily pay the lowest commission available on each brokerage transaction for the reasons discussed above.
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Consistent with the foregoing, under Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Adviser may include, without limitation: information on the U.S. and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with brokerage firms, custodians and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs and access to computer databases. In some instances, research products or services received by the Adviser may also be used by the Adviser for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, the Adviser will make a reasonable allocation according to its use and will pay for the non-research function in cash using its own funds.
Subject to the requirements of the 1940 Act and procedures adopted by the Board, the Fund may execute portfolio transactions through any broker or dealer and pay brokerage commissions to a broker (i) which is an affiliated person of the Trust, (ii) which is an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Trust, the Adviser or the Trusts principal underwriter. The Fund paid the following brokerage commissions during the following fiscal years:
Fiscal Year Ended May 31 | Brokerage
Commission Paid |
2025 | $25,456 |
2024 | $24,443 |
2023 | $22,268 |
THE DISTRIBUTOR
The Distributor, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund pursuant to a Distribution Agreement (the Distribution Agreement) The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus.
By its terms, the Distribution Agreement is effective for periods of one year so long as such renewal and continuance is approved at least annually by (1) the Board or (2) a vote of the majority of the Funds outstanding voting shares; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated at any time, on sixty days written notice, without payment of any penalty, by the Trust or by the Distributor. The Distribution Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder. Under the Distribution Agreement, the Distributor was paid $13,669 in the fiscal year ended May 31, 2025 for its services by the Adviser.
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OTHER SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent
Ultimus, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Administrator, fund accountant (the Fund Accountant) and Transfer Agent to the Fund pursuant to a Master Services Agreement (the Master Services Agreement).
As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Adviser under the Funds investment advisory agreement with the Adviser). Ultimus has agreed to perform or arrange for the performance of the following services (under the Master Services Agreement, Ultimus may delegate all or any part of its responsibilities thereunder):
● | prepare and assemble reports required to be sent to the Funds shareholders and arrange for the printing and dissemination of such reports; |
● | assemble reports required to be filed with the SEC and file such completed reports with the SEC; |
● | file the Funds federal income and excise tax returns and the Funds state and local tax returns; |
● | assist and advise the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and |
● | make such reports and recommendations to the Board, as the Board reasonably requests or deems appropriate. |
As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles cash movements with the custodian, verifies and reconciles with the custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.
As Transfer Agent, Ultimus performs the following services in connection with the Funds shareholders: maintains records for the Funds shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.
Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Master Services Agreement.
The Master Services Agreement between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Master Services Agreement, is renewed automatically for successive one-year periods.
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The Master Services Agreement provides that Ultimus shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Master Services Agreement relates, except a loss from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from the reckless disregard by Ultimus of its obligations and duties thereunder.
During the fiscal years, listed below, Ultimus received the following fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent:
Fiscal Year Ended May 31 | Administration | Fund
Accounting |
Transfer Agent |
2025 | $83,960 | $43,590 | $21,848 |
2024 | $94,619 | $43,196 | $23,914 |
2023 | $129,484 | $44,336 | $29,688 |
Custodian
U.S. Bank, N.A. (the Custodian), located at 425 Walnut Street, Cincinnati, Ohio 45202, serves as custodian to the Fund pursuant to a Custody Agreement. The Custodians responsibilities include safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds investments. The Custodian also serves as Securities Lending Agent for the Fund, and provides services which include screening, selection and review of borrowers, monitoring availability of securities, negotiating rebates, daily marking to market of loans, monitoring and maintaining cash collateral levels, processing securities movements, and reinvesting cash collateral as directed.
Independent Registered Public Accounting Firm
Cohen & Company, Ltd. (Cohen & Co), located at 1835 Market Street, Suite 310, Philadelphia, PA 19103, serves as the Independent Registered Public Accounting Firm for the Fund. Cohen & Co audits the annual financial statements of the Fund. Cohen & Company Advisory, LLC, an affiliate of Cohen & Company, Ltd., provides tax services and other permissible non-audit services as requested.
Legal Counsel
Sullivan & Worcester, LLP, located at 1666 K Street, NW, Suite 700, Washington, DC 20006 serves as legal counsel to the Trust and the Trusts Independent Trustees.
Compliance Consulting Agreement
Under the terms of a Compliance Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (NLCS), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, provides an individual with the requisite background and familiarity with the Federal securities laws to serve as the Trusts CCO and to administer the Trusts compliance policies and procedures. For these services, the Fund pays NLCS a base fee of $12,000 per annum, plus an asset-based fee computed at the annual rate of 0.005% of the average net assets of the Fund over $500 million up to $1.5 billion; 0.0025% of the average net assets of the Fund over $1.5 billion up to $3 billion; and 0.00125% of the average net assets of the Fund over $3 billion. In addition, the Fund reimburses NLCS for its reasonable out-of-pocket expenses relating to these compliance services. The Fund paid NLCS $11,995 for compliance services for the fiscal year ended May 31, 2025.
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GENERAL INFORMATION
Other Payments by the Fund. The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary, or (2) the number of Fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the Fund may pay to financial intermediaries pursuant to the Funds distribution plan, if any.
Other Payments by the Adviser. The Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, their service providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of their distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediarys retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediarys retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial intermediarys retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial intermediaries customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.
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Description of Shares
The Trust is an unincorporated business trust organized under Ohio law on February 28, 2012. The Declaration of Trust authorizes the Board to divide shares into series, each series relating to a separate portfolio of investments, and to further divide shares of a series into separate classes. In the event of a liquidation or dissolution of the Trust or an individual series or class, shareholders of a particular series or class would be entitled to receive the assets available for distribution belonging to such series or class. Shareholders of a series or class are entitled to participate equally in the net distributable assets of the particular series or class involved on liquidation, based on the number of shares of the series or class that are held by each shareholder. If any assets, income, earnings, proceeds, funds or payments are not readily identifiable as belonging to any particular series or class, the Board shall allocate them among any one or more series or classes as the Board, in its sole discretion, deems fair and equitable. Subject to the Declaration of Trust, determinations by the Board as to the allocation of liabilities, and the allocable portion of any general assets, with respect to the Fund are conclusive.
The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares of each fund, each of which represents an equal proportionate interest in that fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the Fund. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. Shares of the Fund, when issued, are fully paid and non-assessable. Shares have no subscription, preemptive or conversion rights. Shares do not have cumulative voting rights. Shareholders are entitled to one vote for each full share held and a fractional vote for each fractional share held. Shareholders of all series and classes of the Trust, including the Fund, will vote together and not separately, except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. Rule 18f-2 under the 1940 Act provides, in substance, that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter. A series or class is affected by a matter unless it is clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement, a distribution plan or any change in a fundamental investment policy would be effectively acted upon with respect to a series or class only if approved by a majority of the outstanding shares of such series or class. However, the Rule also provides that the ratification of the appointment of independent accountants and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
Trustee Liability
The Declaration of Trust provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties to the Trust and its holders of beneficial interest. It also provides that all third parties shall look solely to the Trusts property for satisfaction of claims arising in connection with the affairs of the Trust. With the exceptions stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
Trust Liability
Under Ohio law, liabilities of the Trust to third persons, including the liabilities of any series, extend to the whole of the trust estate to the extent necessary to discharge such liabilities. However, the Declaration of Trust contains provisions intended to limit the liabilities of each series to the applicable series and the Trustees and officers of the Trust intend that notice of such limitation be given in each contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees or
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officers. There is no guarantee that the foregoing steps will prove effective or that the Trust will be successful in preventing the assets of one series from being available to creditors of another series.
Code of Ethics
The Trust, the Adviser and the Distributor have each adopted a code of ethics (each a COE and, collectively, the COEs) that is designed to prevent their respective personnel subject to the COEs from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to the COEs). These COEs permit personnel subject to the COEs to invest in securities, including securities that may be purchased or held by the Fund, but prohibit such personnel from engaging in personal investment activities that compete with or attempt to take advantage of the Funds planned portfolio transactions. Each of these parties monitors compliance with its respective COE.
Anti-Money Laundering Program
The Trust has adopted an anti-money laundering (AML) program, as required by applicable law, that is designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. The Trusts AML Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at certain of the Funds service providers are also responsible for monitoring aspects of the AML program. The AML program is subject to the continuing oversight of the Board.
Proxy Voting Policies and Procedures
The Trust and the Adviser have adopted Proxy Voting Policies and Procedures that describe how the Fund intends to vote proxies relating to portfolio securities. The Proxy Voting Policies and Procedures of the Trust and the Adviser are attached to this SAI as Appendix C and Appendix D, respectively. No later than August 31st of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30th is available without charge upon request by calling 1-866-896-9292, on the Funds website at www.wavelengthfunds.com, or on the SECs website at www.sec.gov.
Portfolio Holdings Disclosure Policy
The Board has adopted policies with respect to the disclosure of the Funds portfolio holdings. These policies generally prohibit the disclosure of information about the Funds portfolio to third parties prior to (i) the filing of the information with the Securities and Exchange Commission (the SEC) in a required filing, or (ii) the day after the information is posted to the Funds website. The Fund is required to include a schedule of portfolio holdings in its annual and semi-annual reports to shareholders, which are sent to shareholders within 60 days of the end of the second and fourth fiscal quarters and filed with the SEC on Form N-CSR within 70 days of the end of the second and fourth fiscal quarters. The Fund is also required to file a schedule of portfolio holdings with the SEC on Form N-PORT within 60 days of the end of the first and third fiscal quarters. The Fund must provide a copy of the complete schedule of portfolio holdings as filed with the SEC to any shareholder of the Fund, upon request, free of charge.
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As described below, the policies allow for disclosure of non-public portfolio information to third parties if the following criteria are met, as determined by the Trusts Chief Compliance Officer (the CCO): (1) there is a legitimate business purpose for the disclosure; (2) the party receiving the portfolio holdings information is subject to a one or more Conditions of Confidentiality (as defined below); and (3) disclosure is consistent with the antifraud provisions of the federal securities laws and, with respect to disclosure made or directed to be made by the Adviser, the Advisers fiduciary duties. Conditions of Confidentiality include (1) confidentiality clauses in written agreements, (2) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), or (3) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships).
Under the policies, the Trust, the Fund, the Adviser and any service provider to the Trust are prohibited from receiving compensation or other consideration in connection with disclosing information about the Funds portfolio to third parties.
Consistent with these policies, the Fund may include in marketing literature and other communications to shareholders or other parties a full schedule of portfolio holdings, top ten portfolio positions and certain other portfolio characteristics (such as sector or geographic weightings) that have already been made public through the Funds website or through an SEC filing, provided that, in the case of portfolio information made public solely through the Funds website, the information is disclosed no earlier than the day after the date of posting to the website.
The Fund releases non-public portfolio holdings information to certain third-party service providers on a daily basis in order for those parties to perform their duties on behalf of the Fund. These service providers include the Adviser, Distributor, Transfer Agent, Fund Accountant, Administrator and Custodian. The Fund also periodically discloses portfolio holdings information on a confidential basis to other third parties that provide services to the Fund, such as the Funds auditors, legal counsel, proxy voting services (if applicable), printers, brokers and pricing services. The lag between the date of the information and the date on which the information is disclosed will vary based on the nature of the services provided by the party to whom the information is disclosed. For example, the information may be provided to the Funds auditors within days after the end of the Funds fiscal year in connection with the Funds annual audit, while the information may be given to legal counsel or prospective third-party service providers without any time lag.
Below is a table that lists the service providers that currently receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
Type of Service Provider | Typical
Frequency of Portfolio Information |
Restrictions on Use |
Adviser | Daily | Contractual and Ethical |
Administrator, Transfer Agent, Fund Accountant and Distributor | Daily | Contractual and Ethical |
Custodian | Daily | Ethical |
Accountants | During annual audit | Ethical |
Legal counsel | Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsels review | Ethical |
Printers/Typesetters | Twice a year – printing of Audited and Unaudited Financial Statements | No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old |
Broker/dealers through which the Fund purchases and sells portfolio securities | Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Funds entire portfolio | Contractual and Ethical |
N-PORT and N-CEN Vendors | Monthly or Annually | Contractual and Ethical |
Pricing and Liquidity Vendors | Daily | Contractual and Ethical |
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The Fund also may enter into ongoing arrangements to release portfolio holdings to Morningstar, Inc., Lipper, Inc., Bloomberg, Standard & Poors, Thompson Financial and Vickers-Stock (Rating Agencies) in order for those organizations to assign a rating or ranking to the Fund. In these instances, information about the Funds portfolio would generally be supplied within approximately 25 days after the end of the month. The Rating Agencies may make the Funds top portfolio holdings and other portfolio characteristics available on their websites and may make the Funds complete portfolio holdings available to their subscribers for a fee. Neither the Fund, the Adviser nor any of their affiliates receive any portion of this fee.
Upon approval of the CCO, the Fund may also disclose portfolio information pursuant to regulatory request, court order or other legal proceeding.
Except as described above, the Fund is prohibited from entering into any arrangements with any person to make available information about the Funds portfolio holdings without the prior authorization of the CCO. The Adviser must submit any proposed arrangement pursuant to which it intends to disclose the Funds portfolio holdings to the CCO, who will review such arrangement to determine whether the arrangement is in the best interests of Fund shareholders. To the extent that the disclosure of the Funds portfolio holdings information creates a conflict between the Fund, on the one hand, and the Funds adviser, principal underwriter, and any other affiliated person of the Fund, its investment adviser, or its principal underwriter on the other hand, the CCO shall determine how to resolve the conflict in the best interests of the Fund, and shall report such determination to the Board at the end of the quarter in which such determination was made.
To oversee the Disclosure Policy and the Fund Policy, the Trustees consider reports and recommendations by the CCO regarding the adequacy and implementation of the compliance programs of the Trust and its service procedures adopted pursuant to Rule 38a-1 under the 1940 Act. The Trustees reserve the right to amend the Disclosure Policy at any time without prior notice to shareholders in its sole discretion.
Other Expenses
In addition to the Management Fee, the Fund pays all expenses associated with the Fund not expressly assumed by the Adviser, including, without limitation, the fees and expenses of its independent registered public accounting firm and of its legal counsel; fees of the Administrator, Distributor, and Transfer Agent, the costs of printing and mailing to shareholders Annual and Semi-Annual Reports, proxy statements, prospectuses, SAIs and supplements thereto; bank transaction charges and custody fees; any costs associated with shareholder meetings, including proxy solicitors fees and expenses; registration and filing fees; federal, state or local income or other taxes; interest; membership fees of the Investment
48
Company Institute and similar organizations; fidelity bond and liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the Bloomberg U.S. Aggregate Bond Index and S&P U.S. Treasury Bill 0-3 Month Index, which is a sub-index of the S&P U.S. Treasury Bill Index comprised of the constituents with a 0 to 3-month maturity. Comparative performance may also be expressed by reference to a ranking prepared by a mutual fund monitoring service or by one or more newspapers, newsletters or financial periodicals.
Trust Contracts
The Trust enters into contractual arrangements with various parties, including, among others, the Funds investment adviser, custodian, transfer agent, accountants, administrator and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or third-party) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.
This SAI and the Prospectus provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this SAI, the Prospectus or any document filed as an exhibit to the Trusts registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the Prospectus are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof; such laws and regulations may be changed by legislative, judicial, or administrative action. Investors are advised to consult their tax advisors with specific reference to their own tax situations.
Qualification as a Regulated Investment Company
The Fund has qualified and intends to remain qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, the Fund must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Fund must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Funds business of investing in such stock, securities, or currencies, and net income derived from an investment in a qualified publicly traded
49
partnership as defined in section 851(h) of the Code (the source-of-income test). Any income derived by the Fund from a partnership (other than a qualified publicly traded partnership) or trust is treated as derived with respect to the Funds business of investing in stock, securities, or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Fund in the same manner as by the partnership or trust.
The Fund may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year (the asset diversification tests). In general, at least 50% of the value of the Funds total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Fund nor more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Funds total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Treasury Regulations, engaged in the same or similar or related trades or businesses; or the securities of one or more qualified publicly traded partnerships.
The Fund intends to satisfy all of the requirements of the source-of-income test and the asset diversification tests on an ongoing basis for continued qualification as a regulated investment company.
If the Fund fails to meet either the asset diversification test with respect to a taxable quarter or the source-of-income test with respect to a taxable year, the Code provides several remedies, provided certain procedural requirements are met, which will allow the Fund to retain its status as a regulated investment company. There is a remedy for failure to satisfy the asset diversification tests, if the failure was due to reasonable cause and not willful neglect, subject to certain divestiture and procedural requirements and the payment of a tax. In addition, there is a remedy for a de minimis failure of the asset diversification tests, which would require corrective action but no tax. In addition, the Code allows for the remedy of a failure of the source-of-income test, if the failure was due to reasonable cause and not willful neglect, subject to certain procedural requirements and the payment of a tax.
If for any taxable year the Fund does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). Such distributions will be taxable to the shareholders as dividends to the extent of the Funds current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction (DRD) in the case of corporate shareholders or (ii) treatment as qualified dividend income in the case of noncorporate shareholders, provided in each case that certain holding period and other requirements are met. Failure to qualify as a regulated investment company would have a negative impact on the Funds income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.
Fund Distributions
The Fund anticipates distributing substantially all of its investment company taxable income and net tax-exempt interest (if any) for each tax year. Distributions paid to you generally may be characterized as ordinary income. A portion of these distributions may qualify for the DRD when paid to certain corporate shareholders.
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Under current tax law, qualifying corporate dividends are taxable at long-term capital gains tax rates. The long-term capital gains rate for individual taxpayers is currently at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels.
Taxable dividends paid by the Fund to corporate shareholders will be taxed at corporate income tax rates. Corporate shareholders may be entitled to a DRD for a portion of the dividends paid and designated by the Fund as qualifying for the DRD.
If the Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether the dividend was received in cash or reinvested in additional shares. All taxable dividends paid by the Fund other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares. To the extent the Fund engages in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their net investment income, which should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.
Individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Regulated investment companies that receive qualified REIT dividend income may designate such amounts as Section 199A dividends. Qualified REIT dividend income is the excess of qualified REIT dividends received by the regulated investment company over the amount of the regulated investment companys deductions that are properly allocable to such income. If the Fund designates a dividend as a Section 199A distribution, it may be treated by shareholders as a qualified REIT dividend that is taxed as ordinary income and for non-corporate taxpayers eligible for the 20% deduction for qualified business income under Code section 199A. Generally, only non-corporate shareholders who have held their shares for more than 45 days during the 91-day period beginning on the date which is 45 days prior to the ex-dividend date for such dividend are eligible for such treatment.
Shareholders who hold Fund shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
The Fund will designate (1) any distribution that constitutes a qualified dividend as qualified dividend income; (2) any tax-exempt distribution as an exempt-interest dividend; (3) any distribution of long-term capital gains as a capital gain dividend; (4) any dividend eligible for the corporate dividends received deduction; and (5) any distribution that is comprised of qualified REIT dividend income as a Section 199A dividend; as such in a written notice provided to shareholders after the close of the Funds taxable year. Shareholders should note that, upon the sale or exchange of Fund shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
The Fund will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or
51
reinvested in Fund shares and no matter how long the shareholder has held the Funds shares, even if they reduce the NAV of shares below the shareholders cost, and thus, in effect, result in a return of a part of the shareholders investment.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholders gross income for the taxable year in which the shareholder receives the distribution. However, if the Fund declares a dividend in October, November, or December but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Each year, shareholders will receive a statement detailing the tax status of any Fund distributions for that year.
The Funds net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards. Capital losses may be carried forward to offset any capital gains.
Excise Tax
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid the imposition of any excise tax liability.
Sale, Exchange, or Repurchase of Shares
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholders holding period for the Funds shares. An exchange of shares is treated as a sale and any gain may be subject to tax. An exchange of shares is generally treated as a sale and any gain may be subject to tax. All or a portion of any loss so recognized may be disallowed if you purchase (for example, by reinvesting dividends) shares of the same Fund within 30 days before or after the sale, exchange or repurchase (a wash sale). If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares purchased.
Shareholders should note that, upon the sale of the Funds shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as a long-term capital loss to the extent of the capital gains dividends received with respect to the shares. Any capital loss arising from the sale, exchange or repurchase of shares held for six months or less, however, will be treated as a long-term capital loss to the extent of the amount of distributions of net capital gain received on such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. Capital losses in any tax year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
The repurchase or transfer of shares may result in a taxable gain or loss to a tendering shareholder. Different tax consequences may apply for tendering and non-tendering shareholder in connection with a repurchase offer. For example, if a shareholder does not tender all of his or her shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes, and may result in deemed distributions to non-tendering shareholder. On the other hand, shareholder holding shares as capital assets who tender all of their shares (including shares deemed owned by shareholders under constructive ownership rules) will be treated as having sold their shares and generally will recognize capital gain or loss.
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The amount of the gain or loss will be equal to the difference between the amount received for the shares and the shareholder adjusted tax basis in the relevant shares. Such gain or loss generally will be a long-term capital gain or loss if the shareholder has held such shares as capital assets for more than one year. Otherwise, the gain or loss will be treated as short-term capital gain or loss.
Backup Withholding
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 24%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who have failed to provide a correct taxpayer identification number in the manner required, who are subject to withholding by the Internal Revenue Service (the IRS) for failure to include properly on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so, or that they are exempt recipients.
Foreign Taxes
Dividends and interest received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Funds stock or securities. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of the Funds total assets at the close of its taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to the election, the Fund will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders federal income tax. If the Fund makes the election, the Fund (or its administrative agent) will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. If the Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by such Fund.
A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if the Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.
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State and Local Taxes
Depending upon the extent of the Funds activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Foreign Shareholders
The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. shareholders (i.e., U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Non-U.S. shareholders who are not U.S. persons should consult their tax advisors regarding U.S. and foreign tax consequences of ownership of shares of the Fund including the likelihood that taxable distributions to them (including any deemed distributions with respect to a repurchase offer) would be subject to withholding of U.S. tax at a rate of 30% (or a lower treaty rate for eligible investors).
Dividends paid by the Fund to non-U.S. shareholders may be subject to U.S. withholding tax at the rate of 30% unless reduced by treaty (and the shareholder files a valid IRS Form W-8BEN, or other applicable form, with the applicable Fund certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an IRS Form W-8ECI, or other applicable form, with the Fund certifying that the investment to which the distribution relates is effectively connected to a U.S. trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by such non-U.S. shareholder). The Fund may elect not to withhold the applicable withholding tax on any distribution representing a capital gains dividend to a non-U.S. shareholder.
Under sections 1471 through 1474 of the Code, known as FATCA, the Fund is required to withhold U.S. tax at a rate of 30% on payments of taxable dividends and to certain non-U.S. entities that fail to comply (or be deemed compliant) with the extensive reporting and withholding requirements under FATCA designed to inform the U.S. Treasury of certain U.S. owned foreign assets and accounts. Shareholders may be requested to provide additional information to the Fund to enable it to determine whether FATCA withholding is required. The Fund will disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each prospective investor is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
Cost Basis Reporting
Mutual funds are required to report to the IRS and furnish to fund shareholders the cost basis information for fund shares purchased and/or sold on or after January 1, 2012. In addition to the requirement to report the gross proceeds from the sale of the Fund shares, the Fund is also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. In the absence of an election by a shareholder to elect from available IRS accepted cost basis methods, the Fund will use a default cost basis method. The cost basis method elected or applied may not be changed after the settlement date of a sale of the Funds shares. Fund shareholders should consult with their tax advisors concerning the most desirable IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them.
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Prospective investors should consult with their own tax advisors regarding the application of these provisions to their situation.
FINANCIAL STATEMENTS
The Funds audited financial statements for the fiscal year ended May 31, 2025, including the Financial Highlights appearing in the Prospectus, are incorporated by reference and made a part hereof. You may request a copy of the Funds audited and unaudited financial statements to shareholders at no charge by calling the Fund at 1-866-896-9292 or visiting the Funds website at www.wavelengthfunds.com.
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APPENDIX A
TRUSTEES AND OFFICERS
Name
and Year of Birth |
Length
of Time Served |
Position(s)
held with Trust |
Principal
Occupation(s) During Past 5 Years |
Number
of Funds in the Trust Overseen By Trustee |
Directorship(s)
of Public Companies Held By Trustee During Past 5 Years |
Independent Trustees: | |||||
Janine L. Cohen^ Year of Birth: 1952 |
Since 2016 | Chairperson (2019 to present)
Trustee (2016 to present) |
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. | 30 | n/a |
Robert E. Morrison^ Year of Birth: 1957 |
Since 2019 | Trustee (2019 to present; and previously 2012 to 2014) | Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) | 30 | n/a |
Clifford N. Schireson^
Year of Birth: 1953 |
Since 2019 | Trustee (2019 to present) | Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) | 30 | Trustee of Beacon Pointe Multi-Alternative Fund (2024 to present); Trustee of Booster Income Opportunities Fund (2024 to present); Trustee of 83 Investment Group Income Fund (2024 to present); and Trustee of the San Diego City Employees Retirement System (2019 to 2025) |
Jacqueline A. Williams^ Year of Birth: 1954 |
Since 2019 | Trustee (2019 to present) | Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC | 30 | n/a |
Keith Shintani^ Year of Birth: 1963 |
Since January 1, 2024 | Trustee (January 1, 2024 to present) | Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022); Director of Finance at Charles Schwab Investment Management (January 1997 to December 1997); Manager of Mutual Fund Operations of PIMCo Advisors L.P. (1993 to 1995); Variable Products Manager of Pacific Life Insurance Company (1989 to 1993); Senior Accountant of Deloitte and Touche. (1986 to 1989) | 30 | Trustee of the Matrix Advisors Fund Trust (2023 to present) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 |
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Name and Year of Birth | Length
of Time Served |
Position(s)
held with Trust |
Principal Occupation(s) During Past 5 Years |
Todd E. Heim^ Year of Birth: 1967 |
2014 to present | President (2021 to present)
Vice President (2014 to 2021) |
Senior Vice President, Relationship Management (2023 to present) and Vice President, Relationship Management (2018 to 2023) |
Shannon Thibeaux-Burgess Year of Birth: 1970
|
2023 to present | Vice President | Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of Fund Administration, Legal of State Street Bank (2013 to 2020) |
Daniel D. Bauer^ Year of Birth: 1977 |
2016 to present | Treasurer (January 2024 to present)
Assistant Treasurer (2016 to December 2023) |
Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC |
Angela A. Simmons^ Year of Birth: 1975 |
2022 to present | Assistant Treasurer | Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC |
Leo R. Payne Year of Birth: 1966 |
January 2025 to present | Assistant Treasurer | [Assistant Vice President, Financial Administration (2023 to present) of Ultimus Fund Solutions, LLC; Assistant Vice President, Financial Administration (2018 to 2023) of Citi Fund Services, Inc]. |
Karen Jacoppo-Wood^ Year of Birth: 1966 |
2023 to present | Secretary | Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) of State Street Bank and Trust Company |
Natalie S. Anderson^ Year of Birth: 1975 |
2016 to present | Assistant Secretary | Director of Legal Administration (March 2024 to present); Legal Administration Manager (2016 to March 2024) of Ultimus Fund Solutions, LLC |
Jesse Hallee^ Year of Birth: 1976 |
2023 to present | Assistant Secretary
|
Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present) |
Gweneth K. Gosselink^ Year of Birth: 1955 |
2020 to present | Chief Compliance Officer | Vice President, Compliance Officer (2023 to present) of Northern Lights Compliance Services, LLC; Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to 2023); CCO Consultant at GKG Consulting, LLC (2019 to 2021) |
Martin R. Dean^ Year of Birth: 1963 |
2016 to present
|
Assistant Chief Compliance Officer (2020 to present)
Interim Chief Compliance Officer (2019 to 2020)
Assistant Chief Compliance Officer (2016 to 2017) |
President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020) |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. |
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APPENDIX B
DESCRIPTION OF RATINGS
The Fund may acquire from time to time fixed income or debt securities as described in the Prospectus and this SAI. The Fund is not restricted with respect to yield, maturity, or credit quality of any fixed income or debt securities, so that the Fund may purchase fixed income or debt securities that are of high quality investment grade (Investment-Grade Debt Securities) or of lower quality with significant risk characteristics (e.g., junk bonds). The various ratings used by nationally recognized statistical rating organizations (each an NRSRO) are described below.
A rating by an NRSRO represents the organizations opinion as to the credit quality of the security being rated. However, the ratings are general and are not absolute standards of quality or guarantees as to the creditworthiness of an issuer. Consequently, the Adviser believes that the quality of Investment-Grade Debt Securities in which the Fund may invest should be continuously reviewed and that individual analysts give different weightings to the various factors involved in credit analysis. A rating is not a recommendation to purchase, sell, or hold a security, because it does not take into account market value or suitability for a particular investor. When a security has received a rating from more than one NRSRO, each rating is evaluated independently. Ratings are based on current information furnished by the issuer or obtained by the NRSROs from other sources that they consider reliable. Ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information, or for other reasons.
S&P® GLOBAL RATINGS. The following summarizes the highest four ratings used by S&P Global Ratings (S&P), a division of S&P Global, Inc., for bonds which are deemed to be Investment-Grade Debt Securities by the Adviser:
AAA – An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA – An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A – An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB – An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
Obligations rated BB, B, CCC, CC, C and D are not considered by the Adviser to be Investment-Grade Debt Securities and are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions. An obligation rated D is in default or in breach of an imputed promise.
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
A short-term obligation rated A-1 is rated in the highest category by S&P and indicates that the obligors capacity to meet its financial commitments on the obligation is strong. Within this category, certain
58
obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligations is extremely strong. A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitments on the obligation is satisfactory.
The rating SP-1 is the highest rating assigned by S&P to short term municipal notes and indicates a strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. The rating SP-2 indicates a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. The rating SP-3 indicates a speculative capacity to pay principal and interest.
MOODYS INVESTORS SERVICE, INC. Ratings assigned on Moodys Investors Service, Inc. (Moodys) global long-term and short-term rating scales are forward-looking opinions of the relative credit risk of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of eleven months or more and reflect both the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. The highest four ratings are deemed to be Investment-Grade Debt Securities by the Adviser:
Aaa –Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa –Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A –Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa –Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Obligations which are rated Ba, B, Caa, Ca or C by Moodys are not considered Investment-Grade Debt Securities by the Adviser. Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. Obligations rated B are considered speculative and are subject to high credit risk. Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.
Short-Term Ratings
Short-term ratings are assigned for obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 – Ratings of Prime-1 reflect a superior ability to repay short-term obligations.
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P-2 – Ratings of Prime-2 reflect a strong ability to repay short-term obligations.
P-3 – Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations.
NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
US Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Obligation Ratings – Moodys uses the global short-term Prime rating scale for commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuers self-liquidity. For other short-term municipal obligations, Moodys uses one of two other short-term rating scales, the Municipal Investment Grade (MIG) and Variable Municipal Investment Grade (VIMG) scales discussed below.
Moodys uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short term obligations, which typically mature in three years or less. Under certain circumstances, Moodys uses the MIG scale for bond anticipation notes with maturities of up to five years.
MIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings – In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the issuers ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon-demand feature (demand feature) of the VRDO. The short-term demand obligation rating uses the Variable Municipal Investment Grade (VMIG) scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuers long-term rating drops below investment grade.
Moodys typically assigns the VMIG short-term demand obligation rating if the frequency of the demand feature is less than every three years. If the frequency of the demand feature is less than three years but the purchase price is payable only with remarketing proceeds, the short-term demand obligation rating is NR.
Industrial development bonds in the U.S. where the obligor is a corporate may carry a VMIG rating that reflects Moodys view of the relative likelihood of default and loss. In these cases, liquidity assessment is based on the liquidity of the corporate obligor.
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VMIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 2 – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 3 – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
SG – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections.
FITCH RATINGS. The following summarizes the highest four ratings used by Fitch Ratings, Inc. (Fitch):
National Long-Term Credit Ratings
AAA – AAA National Ratings denote the highest rating assigned by Fitch in its National Rating scale for that country. This rating is assigned to issuers or obligations with the lowest expectation of default risk relative to all other issuers or obligations in the same country or monetary union.
AA – AA National Ratings denote expectations of a very low level of default risk relative to other issuers or obligations in the same country or monetary union. The default risk inherent differs only slightly from that of the countrys highest rated issuers or obligations.
A – A National Ratings denote expectations of a low level of default risk relative to other issuers or obligations in the same country or monetary union.
BBB – BBB National Ratings denote a moderate level of default risk relative to other issuers or obligations in the same country or monetary union.
Long-term securities rated below BBB by Fitch are not considered by the Adviser to be Investment-Grade Debt Securities. Securities rated BB denote an elevated default risk relative to other issuers or obligations in the same country or monetary union, and securities rated B denote a significantly elevated level of default risk relative to other issuers or obligations in the same country or monetary union. A rating CCC denotes a very high level of default risk relative to other issuers or obligations in the same country or monetary union, while a rating CC denotes the level of default risk is among the highest relative to other issuers or obligations in the same country or monetary union, and a rating C denotes that a default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include: the issuer has entered into a grace or cure period following non-payment of a material financial obligation, the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; the formal announcement by the issuer of their agent of a distressed debt exchange; and a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. RD ratings indicate an issuer that, in Fitchs opinion, has experienced an uncured payment default on a bond, loan or other material financial obligation but that has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure and has not otherwise ceased business. This would include the selective payment default on a specific class or currency of debt; the uncured expiry of any applicable grace period, cure period or default forbearance
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period following a payment default on a bank loan, capital markets security or other material financial obligation; the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or execution of a distressed debt exchange on one or more material financial obligations. D ratings denote an issuer that has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
National Short-Term Credit Ratings
F1 – Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Under Fitchs National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country or monetary union. Where the liquidity profile is particularly strong, a + is added to the assigned rating.
F2 – Indicates a good capacity for timely payment of financial commitments relative to other issuers or obligations in the same country or monetary union. However, the margin of safety is not as great as in the case of the higher ratings.
F3 – Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or obligations in the same country or monetary union.
B – Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country or monetary union.
Short-term rates B, C, RD and D by Fitch are considered by the Adviser to be below Investment-Grade Debt Securities. Short-term securities rated C indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country or monetary union. Short-term securities rated RD indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. RD ratings are applicable to entity ratings only. Short-term securities rated D indicate a broad-based default event for an entity, or the default of a short-term obligation.
While the foregoing descriptions of the ratings systems used by the Adviser distinguish between Investment-Grade Debt Securities and more speculative debt securities, as stated above the Fund is not limited with respect to the yield, maturity or credit quality of the debt securities in which it invests. Accordingly, the Funds portfolios may be invested in Investment-Grade Debt Securities or debt securities that are not Investment-Grade Debt Securities in any proportion.
FITCH RATINGS. The various ratings used Fitch Ratings are described below.
AAA – Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA – Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A - High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable
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to adverse business or economic conditions than is the case for higher ratings.
BBB – Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB – Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
B – Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC – Substantial credit risk. Very low margin for safety. Default is a real possibility.
CC – Very high levels of credit risk. Default of some kind appears probable.
C – Near default. A default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category for an issuer include:
● | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
● | the formal announcement by the issuer or its agent of a distressed debt exchange; |
● | a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD – Restricted Default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced:
● | An uncured payment default or distressed debt exchange on a bond, loan or other material financial obligations, but |
● | Has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and |
● | Has not otherwise ceased operating. |
This would include:
● | The selective payment default on a specific class or currency of debt; |
● | The uncured expiry of any applicable original grace period, cure period, or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation. |
D – Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or that has otherwise ceased business and debt is still outstanding.
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APPENDIX C
ULTIMUS MANAGERS TRUST
PROXY VOTING POLICIES AND PROCEDURES
I. | PROXY VOTING POLICIES AND PROCEDURES |
Consistent with its fiduciary duties and pursuant to Rule 30b1-4 under the 1940 Act (the Proxy Rule), the Board of Trustees of the NLVT IV 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.
Pursuant to rules established by the SEC under the 1940 Act, the Board has delegated authority to vote proxies to the investment adviser of each Fund (each, an Adviser and collectively, the Advisers) and has approved formal, written guidelines for proxy voting as adopted by the Advisers to the Trusts Funds. The Board maintains oversight of the voting policies and procedures for each Fund.
Each Fund exercises its proxy voting rights with regard to the companies in the Funds investment Fund, with the goals of maximizing the value of the Funds investments, promoting accountability of a companys management and board of directors to its shareholders, aligning the interests of management with those of shareholders, and increasing transparency of a companys business and operations.
In general, the Board believes that the Advisers and Sub-Advisers (if applicable), which selects the individual companies that are part of the Funds portfolio, is the most knowledgeable and best suited to make decisions about proxy votes. Therefore, the Trust defers to and relies on the Adviser, as appropriate, to make decisions on casting proxy votes.
An Adviser to a Fund may, but is not required to, further delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to one or more of the sub-advisers retained to provide investment advisory services to such Fund, if any (each a Sub-Adviser). If such responsibility is delegated to a Sub-Adviser, then the Sub-Adviser shall assume the fiduciary duty and reporting responsibilities of the Adviser under these policy guidelines. As used in these Policies and Procedures, the term Adviser includes any and all Sub-Advisers.
Certain Funds in the Trust may invest in other investment companies in excess of the limitations in section 12(d)(1) of the 1940 Act. It is recommended to such Funds that they avail themselves of the safe harbor of section 12(d)(1)(F) of the 1940 Act to invest in underlying investment companies with less restrictions. In order to benefit from the safe harbor of section 12(d)(1)(F), Funds must mirror vote proposals on proxies issued by underlying investment companies. Mirror voting means that the Fund votes its shares in the same proportion that all shares of the ETFs are voted, or in accordance with instructions received from fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940 Act. It is the responsibility of the Adviser, post vote, to obtain a certification from the tabulation service and/or the relevant investment company that the Advisers proxies were mirror voted in the same proportion as all other shares voted.
Each Fund shall disclose in its Statement of Additional Information the policies and procedures that it uses to vote proxies relating to portfolio securities. In addition, each Fund shall make available to shareholders, either on its website or upon request, the record of how the Trust voted proxies relating to portfolio securities.
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Each Fund shall disclose in its annual and semi-annual Financial Statements to shareholders and in its registration statement the methods by which shareholders may obtain information about the Funds proxy voting policies and procedures and the Funds proxy voting record.
If a Fund has a website, the Fund may post a copy of its Advisers proxy voting policy and this Policy on such website. A copy of such policies and of each Funds proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund, by calling the applicable Funds toll-free telephone number as printed in the Funds prospectus. The Trusts administrator shall reply to any Fund shareholder request within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery.
The Adviser provides quarterly certifications with respect to its adherence to its proxy voting and exemptive order policies and procedures.
Responsible Party: Adviser
See each Advisers Manual for Proxy Voting Policy
II. | FORM N-PX/ANNUAL REPORT OF PROXY VOTING RECORD |
Form N-PX is used by funds to file reports with the SEC containing the funds proxy voting record for the most recent 12-month period ended June 30. The Form must be filed not later than August 31 of each year. The following information must be collected for the Trust separately for each Fund in order to complete and file Form N-PX:
(a) The name of the issuer of the security;
(b) The Council on Uniform Securities Identification Procedures (CUSIP) number for the security;
(c) The International Securities Identification Number (ISIN) for the security;
(d) The global share class Financial Instrument Global Identifier (FIGI) for the security (optional);
(e) The shareholder meeting date;
(f) An identification of the matter voted on;
(g) All categories applicable to the matter voted on from the following list of categories:
(A) Director elections;
(B) Section 14A say-on-pay votes (examples: section 14A executive compensation, section 14A executive compensation vote frequency, section 14A extraordinary transaction executive compensation);
(C) Audit-related (examples: auditor ratification, auditor rotation);
(D) Investment company matters (examples: new or changed investment management agreement, assignment of investment management agreement, business development company approval of restricted securities or asset coverage
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ratio change, closed-end investment company issuance of shares below net asset value);
(E) Shareholder rights and defenses (examples: adoption or modification of a shareholder rights plan, control share acquisition provisions, fair price provisions, board classification, cumulative voting);
(F) Extraordinary transactions (examples: merger, asset sale, liquidation, buyout, joint venture, going private, spinoff, delisting);
(G) Capital structure (examples: security issuance, stock split, reverse stock split, dividend, buyback, tracking stock, adjustment to par value, authorization of additional stock);
(H) Compensation (examples: board compensation, executive compensation (other than Section 14A say-on-pay), board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans);
(I) Corporate governance (examples: term limits, board committee issues, size of board, articles of incorporation or bylaws, codes of ethics, approval to adjourn, acceptance of minutes, proxy access);
(J) Environment or climate (examples: greenhouse gas (GHG) emissions, transition planning or reporting, biodiversity or ecosystem risk, chemical footprint, renewable energy or energy efficiency, water issues, waste or pollution, deforestation or land use, say-on-climate, environmental justice);
(K) Human rights or human capital/workforce (examples: workforce-related mandatory arbitration, supply chain exposure to human rights risks, outsourcing or offshoring, workplace sexual harassment);
(L) Diversity, equity, and inclusion (examples: board diversity, pay gap);
(M) Other social issues (examples: lobbying, political or charitable activities, data privacy, responsible tax policies, consumer protection); or
(N) Other (along with a brief description).
(h) For reports filed by Funds, disclose whether the matter was proposed by the issuer or by a security holder;
(i) The number of shares that were voted, with the number zero (0) entered if no shares were voted;
(j) The number of shares that the reporting person loaned and did not recall;
(k) How the shares in paragraph (i) were voted (e.g., for or against proposal, or abstain; for or withhold regarding election of directors) and, if the votes were cast in multiple manners (e.g., for and against), the number of shares voted in each manner;
(l) Whether the votes disclosed in paragraph (k) represented votes for or against managements recommendation;
(m) If applicable, identify each Institutional Manager on whose behalf this Form N-PX report is being filed (other than the reporting person filing the report) that exercised voting power over the security by entering the number assigned to the Institutional Manager on the Summary Page;
(n) If applicable, identify the Series that was eligible to vote the security by providing the Series identification number listed on the Summary Page; and
(o) Any other information the reporting person would like to provide about the matter or how it voted.
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The Trust has delegated responsibility for categorizing reported proxy voting matters to the Adviser.
Compliance Process:
1. | The portfolio manager shall complete a Form N-PX report at the time the portfolio manager votes proxies on behalf of a Fund |
2. | The portfolio manager shall keep one copy of each completed Form N-PX Report and deliver a copy to each Advisers Chief Compliance Officer. |
3. | At least 30 days prior to August 31, the Advisers Chief Compliance Officer shall review the Advisers corporate action records to determine whether any proxy votes were cast on behalf of the Fund for which reports were not filed. If an unreported vote is discovered, the Advisers Chief Compliance Officer shall contact the portfolio manager for an explanation and documentation. |
4. | Each Advisers Chief Compliance Officer shall compile all Form N-PX reports submitted for the 12-month period ended June 30 and complete Form N-PX. |
5. | Completed Form N-PX shall be sent to the Funds Administrator, who shall file Form N-PX with the SEC. |
Responsible Party: Adviser / Administrator
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APPENDIX D
WAVELENGTH CAPITAL MANAGEMENT LLC
POLICIES AND PROCEDURES FOR VOTING PROXIES
Wavelength Capital Management, LLC has adopted the following proxy voting policies and procedures (the Proxy Voting Policy) for the voting of proxies on behalf of client accounts for which Wavelength Capital Management, LLC has voting discretion by contract, including the Wavelength Capital Management, LLC Funds. Under this Proxy Voting Policy, shares are to be voted in a timely manner and in the best interests of the client. Wavelength Capital Management, LLCs CCO is responsible for monitoring compliance with these policies and procedures.
Routine issues will be voted with management in the majority of cases, while non-routine issues may be more frequently voted against management.
Routine issues include:
● | Uncontested elections of Directors, including the number and terms of office, attendance, and the number of meetings held. |
● | Selection and ratification of auditors. |
● | Stock splits, dividend, and fractional share issues. |
● | Application for listing of securities. |
● | Corporate name changes. |
● | Pollution, environment, or conservation issues. |
● | Employment issues. |
● | Restore or eliminate pre-emptive rights. |
● | Fees paid to auditors for consultants. |
● | Business abroad. |
● | Date, location of annual meeting. |
● | Contributions to charity or for education. |
● | All other items which arent expected to have a material adverse effect on the price of stock. |
● | Increases in authorized shares, common or preferred. |
Non-Routine Issues include:
● | Acquisitions, mergers, and spin-offs. |
● | Significant changes in the Articles of Incorporation or By-Laws, such as anti-takeover provisions, poison pills, and rights issues. |
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● | Proxy fight or other control contest. |
● | Remuneration of management, directors, and employees. Employee Stock Option Plans. |
● | Cumulative voting issues. |
● | Golden parachute plans or any unusual compensation benefits to be awarded contingent upon the merger or acquisition of the particular company. |
In exercising his or her discretion, the Wavelength Capital Management, LLC Portfolio Manager for each client account where shares are held may take into account a variety of factors relating to the matter under consideration, the nature of the proposal and the company involved. As a result, the Portfolio Manager may vote in one manner in the case of one company and in a different manner in the case of another where, for example, the past history of the company, the character and integrity of its management, the role of outside directors, and the companys record of producing performance for investors justifies a high degree of confidence in the company and the effect of the proposal on the value of the investment.
Similarly, poor past performance, uncertainties about management and future directions, and other factors may lead the Portfolio Manager to conclude that particular proposals present unacceptable investment risks and should not be supported. The Portfolio Manager also evaluates proposals in context. A particular proposal may be acceptable standing alone, but objectionable when part of an existing or proposed package. Special circumstances may also justify casting different votes for different clients with respect to the same proxy vote.
Wavelength Capital Management, LLC may choose not to vote proxies in certain situations or for a Client. This may occur, for example, in situations where the exercise of voting rights could restrict the ability to freely trade the security in question (as is the case, for example, in certain foreign jurisdictions known as blocking markets). In addition, voting certain international securities may involve unusual costs to clients. In other cases it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. Wavelength Capital Management, LLC typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. If Wavelength Capital Management, LLC does not vote, it would have made the determination that the cost of voting exceeds the expected benefit to the client. The Portfolio Manager shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of Wavelength Capital Management, LLC.
Wavelength Capital Management, LLC may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships with persons having an interest in the outcome of certain votes. For example, Wavelength Capital Management, LLC or its affiliates may provide trust, custody, investment management, brokerage, underwriting, banking and related services to accounts owned or controlled by companies whose management is soliciting proxies. Occasionally, Wavelength Capital Management, LLC may also have business or personal relationships with other proponents of proxy proposals, participants in proxy contests, corporate directors or candidates for directorships. Wavelength Capital Management, LLC may also be required to vote proxies for securities issued by its affiliates or on matters in which Wavelength Capital Management, LLC has a direct financial interest, such as shareholder approval of a change in the advisory fees paid by the Fund.
Whether a relationship creates a material conflict will depend on the facts and circumstances. For example, even if the above listed persons do not attempt to persuade Wavelength Capital Management, LLC how to
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vote, the value of the relationship to Wavelength Capital Management, LLC may create a material conflict. If there is a known or potential conflict, in voting client proxies Wavelength Capital Management, LLC will disclose all such conflicts to its clients and to obtain their consent before voting. It is the responsibility of the CCO to review for any potential conflicts of interest on a regular basis.
Wavelength Capital Management, LLC has implemented the following process to administer proxy voting on behalf of our Clients:
● | To avoid excessive storage space, Wavelength Capital Management, LLC retains only one copy of each annual report and proxy statement received from the reporting companies. All others will not be retained. |
● | All proxy ballots are collected and grouped with that companys annual report and proxy statement. |
● | Every proxy ballot is recorded via an Excel spreadsheet on the day of receipt by: |
○ | Broker/dealer/custodian and account number |
○ | Date received in office of Wavelength Capital Management, LLC |
○ | Stock symbol |
○ | Number of shares to be voted |
○ | Voting deadline |
○ | Shareholder name – where possible |
○ | Proxy control number (on proxy statement) |
● | Once the individual companys proxies are received, that company is assigned to a designated Portfolio Manager. |
● | For companies with 5000 shares/votes or more, the Wavelength Capital Management, LLC Portfolio Manager for each client account where these shares are held will conduct an in-depth analysis of the entire proxy ballot and all corporate board proposals. This analysis will be conducted to avoid any actual or potential material conflicts of interest. If a conflict of interest is evident after in-depth analysis, Clients will be contacted prior to voting to discuss the exact nature of the conflict and to obtain consent prior to voting. The Portfolio Manager is responsible for maintaining evidence of the client contact. |
● | For companies with fewer than 5000 shares/votes, the assigned Portfolio Manager votes in the manner that he/she believes is in the best interest of the shareholder(s)/client(s). |
● | If for some reason, Wavelength Capital Management, LLC determines that it is in the best interest of the client to refrain from voting (i.e. the expense of voting outweighs any benefit, etc.), then the Portfolio Manager maintains documentation to support the reasoning. The CCO is responsible for maintaining evidence of the supporting rational for abstaining and the client notification. |
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● | After making his/her decision, the designated Portfolio Manager then electronically votes each ballot. |
● | After voting the proxy ballots, an electronic confirmation of the vote(s) cast are sent to the CCO for his information and possibly comments. |
● | All electronic confirmations are printed, matched, and attached (by group) with the actual proxy ballots (ballot groupings). |
● | The reporting companys annual report, proxy statement and ballot groupings are then be preserved and maintained and available for retrieval if requested by any client/shareholder. Wavelength Capital Management, LLC prepares and maintains the following records of its proxy voting: |
● | The proxy voting policies and procedures; |
● | Copies of proxy statements Wavelength Capital Management, LLC received for client securities; |
● | A record of each vote Wavelength Capital Management, LLC cast on behalf of a client; |
● | A copy of any document Wavelength Capital Management, LLC created that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and |
● | A copy of each written client request for information on how Wavelength Capital Management, LLC voted proxies on behalf of the client, and a copy of any written response by Wavelength Capital Management, LLC to any (written or oral) client request for that information on behalf of the requesting client. |
Clients are informed how they may obtain these proxy voting policies and procedures through Wavelength Capital Management, LLCs Part 2A of Form ADV, on Wavelength Capital Management, LLCs website, and in the Statement of Additional Information (SAI) and shareholders reports for Funds managed by Wavelength Capital Management, LLC.
A report of proxies voted for Funds managed by Wavelength Capital Management, LLC is made quarterly to the Funds Board, noting any proxies that were voted in exception to the Proxy Guidelines. Wavelength Capital Management, LLCs proxy voting record will also be filed on Form N-PX. An annual record of all proxy votes cast for Funds managed by Wavelength Capital Management, LLC during the most recent 12-month period ended June 30 can be obtained, free of charge, on the Funds website, and on the SECs website at www.sec.gov.
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PART C. | OTHER INFORMATION |
Item 28. | Exhibits |
(g)(1)(J) |
|
(g)(1)(K) |
|
(g)(1)(L) |
|
(g)(1)(M) | Twenty Third Amendment to the Custody Agreement with U.S. Bank, for the Nia Impact Solutions Fund, is incorporated by reference to Exhibit (g)(1)(M) of Post-Effective Amendment No. 216 of Registrants Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022. |
(g)(2)(A) |
|
(g)(2)(B)(i) |
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(g)(2)(B)(ii) | Amendment to Custody Agreement with Brown Brothers Harriman Co. for the Q3 All-Season Tactical Advantage ETF will be filed by Post-Effective Amendment.
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(h)(1)(A)(i) | Master Services Agreement with Ultimus Fund Solutions, LLC dated July 24, 2018, is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 125 of Registrants Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018. |
(h)(1)(A)(ii) |
|
(h)(1)(A)(iii) |
|
(h)(1)(A)(iii)(a) |
Item 29. | Persons Controlled by or Under Common Control with Registrant |
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 30. | Indemnification |
Article VI of the Registrants Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc.
Subject to and except as otherwise provided in the Securities Act of 1933, as amended (the 1933 Act), and the 1940 Act, the Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trusts request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a Covered Person) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys fees or other expenses incurred by a Covered Person in defending a proceeding to the full extent permitted by the Securities Act of 1933, as amended, the 1940 Act, as amended, and Ohio Revised Code Chapter 1707, as amended. In the event any of these Federal laws conflict with Ohio Revised Code Section 1701.13I, as amended, these Federal laws, and not Ohio Revised Code Section 1701.13I, shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person
may be entitled. As used in this Article VI, Covered Person shall include such persons heirs, executors and administrators. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
The Investment Advisory Agreements with Lyrical Asset Management LP, Wavelength Capital Management, LLC, SCS Capital Management, LLC, Marshfield Associates, Inc., Hudson Valley Investment Advisors, Inc., Kempner Capital Management, Inc., Edgemoor Investment Advisors, Inc., Adler Asset Management, LLC, Q3 Asset Management Corporation, Blueprint Fund Management LLC, Evolutionary Tree Capital Management LLC, Nia Impact Capital, Salient Advisors, L.P., and Westwood Corporation Corp. (the Advisers) and the Investment Sub-Advisory Agreement with Blueprint Investment Partners LLC, Broadmark Asset Management LLC, and Vident Asset Management (the Sub-Advisers) provide that the Advisers and Sub-Advisers shall not be liable for any error of judgment or for any loss suffered by the Trust or the Funds in connection with the performance of their duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Advisers in the performance of their duties, or from reckless disregard of its duties and obligations thereunder.
The Distribution Agreements with Ultimus Fund Distributors, LLC (the UFD) and the Distribution Agreement with Northern Lights Distributors, LLC (NLD and, collectively with UFD, the Distributors) provide that the Distributors, their directors, officers, employees, shareholders and control persons shall not be liable for any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys fees) reasonably incurred by any of them in connection with the matters to which the Agreements relate, except a loss resulting from the failure of either Distributors or any such other person to comply with applicable law or the terms of the Agreements, or from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Distributors duties or from the reckless disregard by any of such persons of Distributors obligations and duties under the Distribution Agreements.
The Distribution Agreements with the Distributors further also provides that the Distributors agree to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee, officer, employee, shareholder or control person of the Trust against any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys fees) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact
necessary to make the statements not misleading, on the part of the Distributors or any agent or employee of the Distributors or any other person for whose acts as Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust; (ii) Distributors failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; and (iii) Distributors failure to comply with applicable laws and the Rules of FINRA.
The Registrant intends to maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy shall provide coverage to the Registrant, its Trustees and officers and the Adviser. Coverage under the policy will include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Item 31. | Business and Other Connections of the Investment Advisers |
With respect to information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of each adviser and sub-adviser, reference is hereby made to the current Form ADVs of each adviser and sub-adviser filed under the Investment Advisers Act of 1940, incorporated herein by reference and the CRD and file numbers of which are as follows:
Adler Asset Management, LLC CRD No. 293512 SEC File No. 801-113287 |
Kempner Capital Management, Inc. CRD No. 104784 SEC File No. 801-17585 |
Blueprint Fund Management LLC CRD No. 306419 SEC File No. 801-117790 |
|
Blueprint Investment Partners LLC CRD No. 170196 SEC File No. 801-108069 |
Westwood Management Corp CRD No. 110269 SEC File No. 801-18727 |
SCS Capital Management LLC CRD No. 122258 SEC File No. 801-61448 |
Lyrical Asset Management LP CRD No. 148267 SEC File No. 801-71099 |
Edgemoor Investment Advisors, Inc. CRD No. 109104 SEC File No. 801-56945 |
Marshfield Associates, Inc. CRD No. 150614 SEC File No. 801-70275 |
Evolutionary Tree Capital Management LLC CRD No. 291127 SEC File No. 801-119228 |
Nia Impact Capital CRD No. 286587 SEC File No. 801-117120 |
Hudson Valley Investment Advisors, Inc. CRD No. 107387 SEC File No. 801-48913 |
Q3 Asset Management Corporation CRD No. 1378398 SEC File No. 801-77461 |
Broadmark Asset Management CRD No. 109422 SEC File No. 801-94129 |
Wavelength Capital Management, LLC CRD No. 167725 SEC File No. 801-78192 |
Vident Asset Management CRD No. 286622 SEC File No. 801-114538 |
Salient Advisors, L.P. CRD No. 122833 SEC File No. 801-61449 |
Item 32. | Principal Underwriters |
(a)(i) | UFD acts as the principal underwriter for the following other open-end investment companies: |
Bruce Fund, Inc. | James Advantage Funds |
Caldwell & Orkin Funds Inc. | The Investment House Funds |
Capitol Series Trust | MSS Series Trust |
Cantor Select Portfolios Trust | Papp Investment Trust |
Centaur Mutual Funds Trust | Peachtree Alternative Strategies Fund |
Conestoga Funds | Segall Bryant & Hamill Trust |
CM Advisors Family of Funds | Oak Associates Funds |
Chesapeake Investment Trust | Schwartz Investment Trust |
Commonwealth International Series Trust | Unified Series Trust |
Connors Fund | Valued Advisers Trust |
Copley Fund Inc. | Waycross Independent Trust |
Dynamic Alternatives Fund | Williamsburg Investment Trust |
The Cutler Trust | VELA Funds |
Eubel Brady & Suttman Mutual Fund Trust | Volumetric Fund |
HC Capital Trust | American Pensions Investors Trust (d/b/a Yorktown Funds) |
Hussman Investment Trust | XD Fund Trust |
New Age Alpha Funds Trust | Exchange Place Advisors Trust |
New Age Alpha Variable Funds Trust | WesMark Funds |
ONEFUND Trust | Lind Capital Partners Municipal Credit Income Fund |
Johnson Mutual Funds | Beacon Pointe Multi-Alternative Fund |
Fairway Private Equity & Venture Capital Opportunities Fund | Axxes Private Market Fund |
Fairway Private Markets Fund | MidBridge Private Markets Fund |
Cantor Fitzgerald Infrastructure Fund | Booster Income Opportunities Fund |
Flat Rock Enhanced Income Fund | OneAscent Capital Opportunities Fund |
Flat Rock Core Income Fund | CAZ Strategic Opportunities Fund |
Flat Rock Opportunity Fund | Private Debt & Income Fund |
83 Investment Group Income Fund | Axxes Opportunities Credit Fund |
(a)(ii) | NLD acts as the principal underwriter for the following other open-end investment companies: |
Boyar Value Fund, Inc. | Destra Multi-Alternative Fund |
Capitol Series Trust | Nile Capital Investment Trust |
Copeland Trust | Northern Lights Fund Trust |
DGI Investment Trust | Northern Lights Fund Trust II |
Grandeur Peak Global Trust | Northern Lights Fund Trust III |
Humankind Benefit Corporation | Northern Lights Fund Trust IV |
Miller Investment Trust | Northern Lights Variable Trust |
Mutual Fund Series Trust | OCM Mutual Fund |
Mutual Fund and Variable Insurance Trust | Princeton Everest Fund |
Texas Capital Funds Trust | The Saratoga Advantage Trust |
Tributary Funds, Inc. | The North Country Funds |
THOR Financial Technologies Trust | Two Roads Shared Trust |
CIM Real Assets & Credit Fund | Valued Advisers Trust |
Unified Series Trust | Atlas U.S. Tactical Income Fund, Inc. |
Zacks Trust | Segall Bryant & Hamill Trust |
U.S. Treasury Fund |
(b)(i) | Directors, officers, or partners of UFD: |
Name | Position with Distributor | Position with Registrant |
Kevin M. Guerette | President | None |
Stephen L. Preston | Chief Compliance Officer | None |
Douglas K. Jones | Vice President | None |
Melvin Van Cleave | Chief Information Securities Officer | None |
The address of UFD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(b)(ii) Directors, officers, or partners of NLD:
Name | Position with Distributor | Position with Registrant |
Kevin M. Guerette | President | None |
Stephen L. Preston | Chief Compliance Officer | None |
Bill Strait | Secretary/General Counsel | None |
Melvin Van Cleave | Chief Information Securities Officer | None |
The address of NLD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(c) | Not applicable. |
Item 33. | Location of Accounts and Records |
Accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant at the principal executive offices of its administrator or investment advisers:
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Adler Asset Management, LLC
600 Third Avenue, Suite 226
New York, New York 10016
Blueprint Fund Management LLC
1250 Revolution Mill Drive, Suite 150
Greensboro, NC 27405
Blueprint Investment Partners
1250 Revolution Mill Dr., Suite 150
Greensboro, North Carolina 27405
SCS Capital Management LLC
3333 Riverwood Parkway, Suite 350
Atlanta, Georgia 30339
Edgemoor Investment Advisors, Inc.
7250 Woodmont Avenue, Suite 315
Bethesda, Maryland 20814
Evolutionary Tree Capital Management LLC
1199 N. Fairfax Street, Suite 801
Alexandria, Virginia 22314
Broadmark Asset Management
1808 Wedemeyer Street, Suite 210
San Francisco, California 94129
Hudson Valley Investment Advisors, Inc.
117 Grand Street, Suite 201
Goshen, New York 10924
Kempner Capital Management, Inc.
2201 Market Street
Galveston, Texas 77550
Lyrical Asset Management LP
250 West 55th Street, 37th Floor
New York, New York 10022
Marshfield Associates, Inc.
21 Dupont Circle NW, Suite 500
Washington, District of Columbia 20036
Nia Impact Capital
4900 Shattuck Avenue, #3648
Oakland, California 94609
Q3 Asset Management Corporation
2175 Cole Street
Birmingham, Michigan 48009
Salient Advisors, L.P.
4265 San Felipe, 8th Floor
Houston, Texas 77027
Wavelength Capital Management, LLC
545 Madison Avenue, 16th Floor
New York, New York 10022
Westwood Management Corp
200 Crescent Court, Suite 1200
Dallas, Texas 75201
Vident Asset Management
1125 Sanctuary Parkway, Suite 515
Alpharetta, Georgia 30009
Certain records, including records relating to the possession of Registrants securities, may be maintained at the offices of Registrants custodians:
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, Massachusetts 02110
Fifth Third Bank, National Association
Fountain Square Plaza
Cincinnati, Ohio 45263
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
Item 34. | Management Services Not Discussed in Parts A or B |
Not applicable
Item 35. | Undertakings |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to the Registrants Registration Statement to be signed below on its behalf by the undersigned, thereto duly authorized, in Cincinnati, Ohio on September 26, 2025.
ULTIMUS MANAGERS TRUST | |||
By: | /s/ Todd E. Heim | ||
Todd E. Heim | |||
President |
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Date | ||||
* | September 26, 2025 | ||||
Keith Shintani, Trustee | |||||
* | September 26, 2025 | ||||
Janine L. Cohen, Trustee | By: | /s/ Karen Jacoppo-Wood | |||
Karen Jacoppo-Wood | |||||
* | September 26, 2025 | Attorney-in-fact* | |||
Jacqueline A. Williams, Trustee | |||||
September 26, 2025 | |||||
* | September 26, 2025 | ||||
Clifford N. Schireson, Trustee | |||||
* | September 26, 2025 | ||||
Robert E. Morrison, Trustee | |||||
/s/ Todd E. Heim | September 26, 2025 | ||||
Todd E. Heim, President | |||||
/s/ Daniel Bauer | September 26, 2025 | ||||
Daniel
Bauer, Treasurer/Controller/Principal Financial Officer |
EXHIBITS