
| Catalyst Systematic Alpha Fund Class A: ATRAX Class C: ATRCX Class I: ATRFX |
| Catalyst Systematic High Income Fund Class A: CWXAX Class C: CWXCX Class I: CWXIX |
| Catalyst Buffered Shield Fund Class A: SHIEX Class C: SHINX Class I: SHIIX |
| Catalyst/Millburn Hedge Strategy Fund Class A: MBXAX Class C: MBXCX Class C-1: MBXFX Class I: MBXIX |
| Catalyst Nasdaq-100 Hedged Income Fund (formerly, Catalyst Nasdaq-100 Hedged Equity Fund) Class A: CLPAX Class C: CLPCX Class I: CLPFX |
| Catalyst/Aspect Enhanced Multi-Asset Fund Class A: CASAX Class C: CASCX Class I: CASIX |
PROSPECTUS
This Prospectus provides important information about the Funds that you should know before investing. Please read it carefully and keep it for future reference.
Neither the Commodity Futures Trading Commission nor the Securities and Exchange Commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
| FUND SUMMARY: CATALYST SYSTEMATIC ALPHA FUND | 3 | |
| FUND SUMMARY: CATALYST SYSTEMATIC HIGH INCOME FUND | 15 | |
| FUND SUMMARY: CATALYST BUFFERED SHIELD FUND | 25 | |
| FUND SUMMARY: CATALYST/MILLBURN HEDGE STRATEGY FUND | 35 | |
| FUND SUMMARY: CATALYST NASDAQ-100 HEDGED INCOME FUND | 46 | |
| FUND SUMMARY: CATALYST/ASPECT ENHANCED MULTI-ASSET FUND | 55 | |
| ADDITIONAL INFORMATION ABOUT THE FUNDS’ PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS | 66 | |
| HOW TO BUY SHARES | 115 | |
| HOW TO REDEEM SHARES | 124 | |
| VALUING THE FUNDS’ ASSETS | 131 | |
| DIVIDENDS, DISTRIBUTIONS AND TAXES | 132 | |
| ADVISOR AND SUB-ADVISORS OF THE FUNDS | 134 | |
| FINANCIAL HIGHLIGHTS | 144 | |
| APPENDIX A: INTERMEDIARY-SPECIFIC SALES CHARGE REDUCTIONS AND WAIVERS | 163 | |
| PRIVACY NOTICE | 170 | |
| FOR MORE INFORMATION | 172 |
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The Fund’s investment objective is long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
|||
| Maximum Deferred Sales Charge (Load) (as a % of the original purchase price) |
|||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | |||
| 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 Expenses2 | |||
| Total Annual Fund Operating Expenses | |||
| Fee Waiver and/or Expense Reimbursement3 | ( |
( |
( |
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
| 1 |
|
| 2 |
|
| 3 |
|
3
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
| YEAR | Class A | Class C | Class I | |||
| 1 | $ |
$ |
$ | |||
| 3 | $ |
$ |
$ | |||
| 5 | $ |
$ |
$ | |||
| 10 | $ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2026 was
Under normal circumstances, the Fund seeks to provide a total return that exceeds the BNP Paribas Catalyst Systematic Alpha Index III (the “Benchmark”). The Fund seeks excess return, after the impact of fees and expenses, above the Benchmark through investing in (i) securities that provide exposure to the Benchmark (“Benchmark Component”), (ii) securities that provide exposure to strategies of similar nature to the Benchmark components, and (iii) fixed income securities, primarily high quality, short-term U.S. corporate bonds issued by publicly traded companies, including real estate investment trusts (“REITs”) and convertible bonds for collateral management purposes (the “Fixed Income Component”). The Fund generally seeks exposure to the Benchmark by investing in structured notes, non-exchange-traded total return swap contracts, futures contracts and/or forward contracts. These instruments generate returns that approximate the Benchmark’s returns, either in whole or through a combination of the Benchmark’s components, with some or all of the Benchmark exposure instruments being held through a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The swap contracts may use the Benchmark or a modified version of the Benchmark, one or more components of the Benchmark, or an unrelated index as the reference asset. The Advisor selects non-Benchmark linked instruments with returns that it believes are highly correlated to those of the Benchmark. BNP Paribas (“BNP”) is the index sponsor and index calculation agent.
Benchmark Component
The Advisor executes the Benchmark Component of the Fund’s strategy by investing in structured notes, swap contracts, futures contracts and/or forward contracts, with some or all of these instruments being held through the Subsidiary. The Benchmark is an absolute return, multi-risk premia index (i.e., a multi-risk factor index) that attempts to capture various sources of systematic
4
risks in the capital markets, each a Quantitative Investment Strategy (“QIS”). Risk premia refers to sources of return derived by accepting risks beyond those inherent in traditional broad market exposures. Risk premia are considered the building blocks of many variable (i.e., non-linear) and hedged investment strategies. Risk premia strategies typically use publicly traded instruments, tend to have low correlation to equities and bonds, as well as to one another, and have historically had persistent returns over a variety of market environments and time periods. The multi-risk premia strategy Benchmark seeks absolute returns through risk-balanced exposures to carry, momentum and reversal risk premia across the equity, commodity, forex and fixed income markets and synthetically invests in the components of the eleven pre-existing BNP Paribas Risk Premia Indexes (identified in the table below and, collectively, as the “Underlying Indexes”), which consist of futures contracts on equity indices, commodities, government bonds, and currency forwards. Certain Underlying Indexes may have significant exposure to particular countries or geographic regions and, as a result, the Fund may concentrate its investments in such geographic locations.
| Underlying Indexes |
| BNP Paribas Cross Asset Trend Allocator ER Index |
| BNP Paribas Commodity Daily Dynamic Alpha Curve ex-Agriculture and Livestock ER Index |
| BNP Paribas Equity US Rotation Index |
| BNP Paribas Commodity Time-Series Backwardation ex-AL Index |
| BNP Paribas Commodity F3 PR Alpha ex-A&L ER Index |
| BNP Paribas Dynamic Equity Reversal US LS USD Index |
| BNP Paribas GALAXY G10 Excess Return USD Index |
| BNP Paribas GALAXY World Excess Return USD Index |
| BNP Paribas FX Mean Reversion G10 Selection USD Index |
| BNP Paribas STEER G10 Series II Excess Return USD Index |
| BNP Paribas Enhanced Kinetis Money Market Excess Return USD Index |
| ● | Carry Risk Premium: Captures the tendency for higher yielding assets to outperform lower yielding assets over time. Typical Carry Risk Premium strategies include being long high carry assets and short low carry assets. |
| ● | Momentum Risk Premium: Captures the tendency for assets that have performed well in the recent past to continue to perform well, and assets that have performed poorly in the recent |
5
past to continue to perform poorly. Typical Momentum Risk Premium strategies include being long historically high performing assets and being short historically low performing assets.
| ● | Reversal Risk Premium: Captures the behavioral tendency of markets to over exaggerate near-term market corrections. Typical Reversal Premium strategies include being long historically high performing assets and being short historically low performing assets over a short period of time. |
The Benchmark uses a rules-based, risk-budget model to dynamically allocate across various Underlying Indexes and is constructed using a hypothetical portfolio comprised of the Underlying Indexes (the “Daily Portfolio”) based on each Underlying Index’s 252 day Historical Volatility, Volatility Budget, and current Daily Portfolio Value. The Benchmark’s exposure to each Underlying Index is determined daily and is greater than or equal to 0.
The Benchmark assigns a higher weight to Underlying Indexes exhibiting near-term low volatility and a lower weight to Underlying Indexes exhibiting near-term high volatility in an attempt to maintain a balanced exposure to the risk in each Carry, Momentum, and Reversal Risk Premia. The Benchmark may rebalance its exposure to the Underlying Indexes as frequently as daily to quickly adapt to various market conditions and risk levels.
The Fund may invest in other QIS beyond or in addition to the Benchmark if, in the opinion of the Advisor, the QIS investments position the Fund to outperform the Benchmark over the long term.
Fixed Income Component
The Fund seeks excess return above the Benchmark through active management of a fixed income portfolio. The Fund’s fixed income portfolio invests primarily in short-term U.S. corporate bonds issued by publicly traded companies, including REITs. The Fund may invest in corporate bonds, including convertible bonds, of any credit quality (with ratings ranging from AAA to C by S&P Global Ratings, or the equivalent by another national recognized statistical ratings organization), effective maturity or modified duration, but intends to hold a majority of the portfolio in investment grade corporate bonds (rated BBB- or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization), with an average effective maturity of less than four years and an average duration of less than three and a half. Modified duration measures the change in the value of a bond in response to a 1% change in interest rates. The Fund will not purchase bonds that are in default.
The Advisor uses quantitative and qualitative screening processes to select bonds for investment by the Fund. The Advisor’s quantitative screen focuses on credit metrics, including total leverage ratio (total debt/earnings before interest, taxes, depreciation and amortization (“EBITDA”)), EBITDA interest coverage ratio (EBITDA/interest expense), and cash ratio (cash and equivalents/current liabilities). The Advisor’s qualitative review involves an analysis of company fundamentals, including business model, competitive advantages, cyclicality of the underlying industry, and addressable market opportunity. The Advisor generally sells bonds if the Advisor believes the bonds no longer offer favorable risk-adjusted return potential.
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Investments in Subsidiary
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Actively Managed Fund Risk. The Fund is actively managed and does not seek to replicate the performance of the Benchmark.
Commodity Risk. Investing in the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Commodity prices may be influenced by unfavorable weather, animal and plant disease, and geological and environmental factors, as well as changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.
Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both fixed income and equity securities and are subject to risks associated with both fixed income and equity securities. The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Credit Risk. An issuer of a security may fail to pay principal and interest in a timely manner, reducing the Fund’s total return. Credit risk may be substantial for the Fund.
Currency Risk. Fluctuations in exchange rates may adversely affect the market value of the Fund’s investments. Currency risk includes the risk that the currencies in which the Fund has taken a position, or in which the Fund’s investments are denominated, will decline in value. Some currencies are illiquid, and the Fund may not be able to convert them into U.S. dollars, or may only be able to do so at an unfavorable exchange rate. Currency trading involves significant risks, including market risk, interest rate risk, country foreign investment risk, counterparty credit risk, and short sale risk.
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Derivatives Risk. Even a small investment in derivatives may give rise to leverage risk (which can increase volatility and magnify the Fund’s potential for loss) and counterparty risk (the risk that a counterparty (the other party to a transaction or an agreement or the party with whom the Fund executes transactions) to a transaction with the Fund may be unable or unwilling to make timely principal, interest or settlement payments), and can have a significant impact on the Fund’s performance. Derivatives are also subject to credit risk (the counterparty may default) and liquidity risk (the Fund may not be able to sell the security or otherwise exit the contract in a timely manner).
Duration Risk. Longer-term securities may be more sensitive to interest rate changes. Rising interest rates pose a heightened risk to the Fund’s longer-term fixed income securities. Effective duration estimates price changes for relatively small changes in rates.
Equity Security Risk. Equity securities, including common stocks, are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Fixed Income Risk. When the Fund invests in fixed income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Forward Contract Risk. Forward contracts are individually negotiated and privately traded, so they are dependent upon the creditworthiness of the counterparty and subject to counterparty default risk and liquidity risk. If a counterparty defaults and fails to deliver or settle a forward trade, replacing the transaction may be costly. Liquidity risk exists because no organized secondary market exists to trade or dispose of forward obligations.
Futures Contract Risk. The successful use of futures contracts draws upon the Advisor’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures contracts are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Advisor’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty will default in the performance of its obligations; (f) if the Fund has insufficient
8
cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so; and (g) leverage risk.
Geographic Concentration Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting countries within the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s net asset value may be more volatile than a more geographically diversified fund.
Interest Rate Risk. Changes in short-term market interest rates will directly affect the yield on the shares of the Fund whose investments are normally invested in floating rate debt. If short-term market interest rates fall, the yield on the Fund’s shares will also fall. Conversely, when short-term market interest rates increase, because of the lag between changes in such short-term rates and the resetting of the floating rates on the floating rate debt in the Fund’s portfolio, the impact of rising rates will be delayed to the extent of such lag. Rising interest rates pose a heightened risk to the Fund’s longer-term fixed income securities.
Junk Bond Risk. Lower-quality bonds, known as “high yield” or “junk” bonds, present greater risk than bonds of higher quality, including an increased risk of default. An economic downturn or period of rising interest rates could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds. The lack of a liquid market for these bonds could decrease the Fund’s share price.
Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of mutual funds that do not use such techniques.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of the Fund’s securities must be liquid at the time of investment, the Fund may purchase illiquid investments and securities that may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Management Risk. The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular stocks, futures contracts or other securities in which the Fund invests may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce the desired results.
9
Market Risk. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels, tariffs or trade wars, international conflicts, and political events affect the securities markets.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Benchmark carry the risk that the ranking system, valuation results, and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be suitable for the purpose intended. In addition, models may not perform as intended for many reasons, including errors, omissions, imperfections or malfunctions. Because the use of models are usually based on data supplied by third parties, the success of the Benchmark’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Real Estate and REIT Risk. The Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations, and economic and political factors that negatively impact the real estate market and the direct ownership of real estate. These risks may include decreases in real estate values, overbuilding, rising operating costs, interest rates, and property taxes. In addition, some real estate related investments are not fully diversified and are subject to the risks associated with financing a limited number of projects. REITs are heavily dependent upon the management team and are subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation.
Security Risk. The value of the Fund may decrease in response to the activities and financial prospects of an individual security or group of securities in the Fund’s portfolio.
Structured Note Risk. The Fund may seek investment exposure to sectors through structured notes that may be exchange-traded or may trade in the over-the-counter market. These notes are typically issued by banks or brokerage firms and have interest and/or principal payments which are linked to changes in the price level of certain assets or to the price performance of certain indices. The value of a structured note will be influenced by time to maturity, level of supply and demand for this type of note, interest rate and market volatility, changes in the issuer’s credit quality rating, and economic, legal, political, or other events that affect the industry.
Swaps Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. The costs of investing in swaps will be indirectly paid by the Fund.
Tax Risk. Certain of the Fund’s investment strategies, including transactions in total return swaps, may be subject to special tax rules, the effect of which may have adverse tax consequences for the Fund. By investing in commodities indirectly through the Subsidiary, the Fund intends to obtain exposure to the commodities markets within the U.S. federal tax requirements that apply to the Fund. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments will be passed through to the Fund as ordinary income, which may be taxed at less
10
favorable rates than capital gains. The Subsidiary declares and distributes a dividend to the Fund, no less than annually, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Internal Revenue Code of 1986, as amended) generated by or expected to be generated by the Subsidiary’s investments during the fiscal year. If the Subsidiary were to fail to make sufficient dividend distributions to the Fund, all or a portion of the income from the Fund’s investment in the Subsidiary might not be qualifying income, and the Fund might not qualify as a regulated investment company for one or more years.
Underlying Fund Risk. Because the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying funds. By investing in underlying funds, you will bear not only your proportionate share of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its investment strategy, including liquidity risk and default risk on the assets held by the underlying fund.
Volatility Risk. Significant short-term price movements could adversely impact the performance of the Fund. The performance of the Fund is based in part on the prices of one or more of the Benchmark components in which the Fund indirectly invests. The Benchmark components are affected by a variety of factors and may change unpredictably, affecting their value and, consequently, the value and the market price of the Fund’s shares.
Wholly-Owned Subsidiary Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the commodities risks associated with the Subsidiary’s investments in commodity-related instruments. Shareholders of the Fund are indirectly subject to the principal risks of the Subsidiary by virtue of the Fund’s investment in the Subsidiary. There can be no assurance that the Subsidiary’s investments will contribute to the Fund’s returns. The Subsidiary is not registered under the Investment Company Act of 1940, as amended, and is not subject to all the investor protections of the act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could adversely affect the Fund, such as by reducing the Fund’s investment returns. Your cost of investing in the Fund will be higher because you indirectly bear the expenses of the Subsidiary. The Fund and the Subsidiary are “commodity pools” under the U.S. Commodity Exchange Act, and the Advisor is a “commodity pool operator” registered with and regulated by the Commodity Futures Trading Commission (“CFTC”). As a result, additional CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to the Fund and the Subsidiary and subject each to CFTC penalties if reporting was found to be deficient.
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Performance information for periods prior to November 1, 2022 does not fully reflect the current investment strategy. Consequently, the performance record may be less pertinent for investors considering whether to purchase shares of the Fund.
Catalyst Systematic Alpha Fund Annual Total Returns
For the Years Ended December 31

During the period shown in the bar chart,
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Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Year | 10 Year | |
| Class A | |||
| ( |
|||
| Return After Taxes on Distributions | ( |
||
| Return After Taxes on Distributions and Sale of Fund Shares | ( |
||
| Class C | |||
| Class I | |||
| S&P 500 Index ( |
|||
| BNP Paribas Catalyst Systematic Alpha Index III ( |
| * |
| |
| ** |
|
Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
Portfolio Managers: David Miller, Chief Investment Officer and Senior Portfolio Manager of the Advisor, and Charles Ashley, Portfolio Manager of the Advisor, serve as the Fund’s portfolio managers. Messrs. Miller and Ashley are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. Messrs. Miller and Ashley have served the Fund as portfolio managers since 2015 and 2022, respectively.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax-deferred plans, such as IRA and 401(k) accounts, and $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
13
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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The Fund’s investment objective is income and long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
|||
| Maximum Deferred Sales Charge (Load) (as a % of the original purchase price) |
|||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | |||
| 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 Expenses2 | |||
| Total Annual Fund Operating Expenses | |||
| Fee Waiver and/or Expense Reimbursement3 | ( |
( |
( |
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
| 1 |
| |
| 2 |
|
| 3 |
|
15
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
| YEAR | Class A | Class C | Class I | |||
| 1 | $ |
$ |
$ | |||
| 3 | $ |
$ |
$ | |||
| 5 | $ |
$ |
$ | |||
| 10 | $ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2026 was
The Fund seeks to achieve its investment objective by implementing options strategies on the Standard & Poor’s 500 Index (“S&P 500”), futures contracts on the S&P 500, or similar U.S. stock indexes or their futures contracts, and/or their underlying constituents. Options strategies may include buying and selling options, buying and selling option spreads, and writing covered call options. The Fund also invests collateral in excess of that needed for investing in options strategies in primarily high quality, short-term income-producing securities and cash and cash equivalents, including treasury securities and money market funds.
The Fund may invest in one or more non-exchange-traded total return swap contracts and/or one or more structured notes to gain exposure to some or all of the options strategies. These instruments can provide exposure to a basket of options strategies, including option writing and various options spreads. The options strategies are generally designed to take advantage of certain inefficiencies in the market and typically have a positive carry expectation (i.e., a positive net income expectation from putting on the options positions). The options strategies may implement risk mitigation techniques, including intraday delta hedging, which is a risk management strategy intended to reduce market exposure from written options by establishing offsetting positions in the underlying asset or related instruments. These types of options strategies may also be implemented directly without the use of a total return swap and/or structured note.
The Fund may also implement covered call strategies in which the Fund sells call options on securities it holds to generate premium income and provide partial downside protection. The covered call writing may be implemented directly or included within the basket of options strategies implemented via total return swap contracts and/or structured notes. To the extent the
16
Fund utilizes covered calls, the Fund intends to write covered call options on stock indexes such as the S&P 500 or on individual large-capitalization stocks.
The Fund also invests in income-producing securities and cash and cash equivalents, some or all of which may serve as margin or collateral for the Fund’s options exposures. The income-producing securities in which the Fund may invest include short-term U.S. corporate bonds (including convertible bonds) and real estate investment trusts (“REITs”). The Fund may invest in corporate bonds of any credit quality (including “junk” bonds), effective maturity or average modified duration; however, under normal circumstances, the Fund intends to hold a majority of its portfolio in investment grade corporate bonds (i.e., those rated BBB or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization).
The Advisor generally intends to hold such bonds to maturity, but may sell any such security if the Advisor believes that the securities no longer offer compelling risk-adjusted return potential.
Distribution Policy: The Fund’s distribution policy is to make twelve monthly distributions to shareholders. The Fund may, at the discretion of management, target a specific level of monthly distributions (including any return of capital) from time to time. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital. Shareholders should not assume that the source of a distribution from the Fund is net profit. For more information about the Fund’s distribution policy, please turn to “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Strategies – Catalyst Systematic High Income Fund - Distribution Policy and Goals” section in the Fund’s Prospectus.
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Call Options Risk. As the seller (writer) of a covered call option, the Fund assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. The Fund continues to bear the risk that it will lose money if the value of the security falls below the strike price. As the buyer of a call option, the Fund assumes the risk that the market price of the underlying security will not increase above the strike price plus the premiums paid, so the Fund bears the risk that it will lose the premium paid for the option.
Cash and Cash Equivalents Risk. At any time, the Fund may have significant investments in cash and cash equivalents. When a substantial portion of a portfolio is held in cash and cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time.
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Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both fixed income and equity securities and are subject to risks associated with both fixed income and equity securities. The market value of convertible securities and other debt securities tends to fall when prevailing interest rates increase. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Credit Risk. An issuer of a security may fail to pay principal and interest in a timely manner, reducing the Fund’s total return. The price of a fixed-income security tends to drop if the rating of the underlying issuer drops and the probability of the failure to pay principal and interest increases.
Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.
Distribution Policy Risk. The Fund may, at the discretion of management, target a specific level of monthly distributions (including any return of capital) from time to time. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital (i.e., from your original investment). Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares.
Equity Security Risk. Equity securities, including common stocks, are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Fixed Income Risk. When the Fund invests in fixed income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, a increase in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could
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affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk, or that hedging transactions will be either available or cost effective.
Index Risk. If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index.
Interest Rate Risk. Overall bond prices, including the prices of securities held by the Fund, may decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. Rising interest rates pose a heightened risk to the Fund’s longer-term fixed income securities.
Junk Bond Risk. Lower-quality bonds, known as “high yield” or “junk” bonds, present greater risk than bonds of higher quality, including an increased risk of default. An economic downturn or period of rising interest rates could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds. The lack of a liquid market for these bonds could decrease the Fund’s share price.
Large Capitalization Company Risk. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. Large capitalization companies may be more mature and subject to more limited growth potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses than those of mutual funds that do not use such techniques.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of the Fund’s securities must be liquid at the time of investment, the Fund may purchase illiquid investments and securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and, if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Management Risk. The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular securities, options, and futures contracts or other derivatives in which the Fund invests may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce the desired results.
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Market Risk. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels, tariffs and trade wars, international conflicts, and political events affect the securities markets.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Advisor carry the risk that the ranking system, valuation results, and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be suitable for the purpose intended. In addition, models may not perform as intended for many reasons, including errors, omissions, imperfections or malfunctions. Because the use of models are usually based on data supplied by third parties, the success of the Advisor’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Options Market Risk. Markets for options may not always operate on a fair and orderly basis. At times, prices for options may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances. The dysfunction and manipulation of volatility and options markets may make it difficult for the fund to effectively implement its investment strategy and achieve its objectives and could potentially lead to significant losses.
Options Risk. The Fund’s strategy involves the sale and purchase of call and put options. A seller (writer) of a call option will lose money if the underlying security on which the option was written increases in value to a level above the strike price of the sold option plus the premium received. Since there is no limit on how high a value of an entity can go, there is material risk in being short a call with no offsetting position. A seller (writer) of a put option will lose money if the underlying security on which the option was written decreases in value to a level below the strike price of the sold option less the premium received. The seller of a put option is limited to losing the difference between the strike price less the premium received and $0, reflecting a full loss of all value for the underlying security. The Fund’s losses are potentially large in a written put transaction and potentially unlimited in an unhedged written call transaction. A seller of an option can be liquidated if the value of the underlying security advances enough in the case of a call option or declines enough in the case of a put option, given there are no offsetting positions or enough capital to offset the unrealized losses. In a liquidation event, one should expect material realized losses.
A buyer of a call or put option risks the loss of the entire premium invested in the option. If the underlying security is not above the strike price at maturity of a call, or not below the strike price at maturity of a put, the option will expire worthless.
Additionally, purchased options may decline in value due to changes in price of the underlying reference instrument, passage of time, and changes in volatility. Generally, options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Further, the underlying reference instrument on which the option is based may have imperfect correlation to the value of the Fund’s portfolio securities. Option premiums are treated
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as short-term capital gains and, when distributed to shareholders, are usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. Options are also subject to leverage and volatility risk, liquidity risk, tracking risk (the risk that an option’s returns will deviate from a benchmark), and sub-strategy risk (the risk that hedging sub-strategies will not perform as expected).
Real Estate and REIT Risk. The Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations, and economic and political factors that negatively impact the real estate market and the direct ownership of real estate. These risks may include decreases in real estate values, overbuilding, rising operating costs, interest rates, and property taxes. In addition, some real estate related investments are not fully diversified and are subject to the risks associated with financing a limited number of projects. REITs are heavily dependent upon the management team and are subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation.
Regulatory Risk. Changes in the laws or regulations of the United States or other countries, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective, and could increase the operating expenses of the Fund.
Structured Note Risk. The Fund may seek investment exposure to sectors through structured notes that may be exchange-traded or may trade in the over-the-counter market. These notes are typically issued by banks or brokerage firms and have interest and/or principal payments which are linked to changes in the price level of certain assets or to the price performance of certain indices. The value of a structured note will be influenced by time to maturity, level of supply and demand for this type of note, interest rate and market volatility, changes in the issuer’s credit quality rating, and economic, legal, political, or other events that affect the industry.
Swaps Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. The costs of investing in swaps will be indirectly paid by the Fund.
Underlying Fund Risk. Because the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying fund. By investing in underlying funds, you will bear not only your proportionate share of the funds’ expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its investment strategy, including liquidity risk and default risk on the assets held by the underlying fund.
U.S. Government Obligations Risk. The Fund may invest in U.S. government or agency obligations. Securities issued or guaranteed by federal agencies and U.S. government sponsored entities may or may not be backed by the full faith and credit of the U.S. government.
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Volatility Risk. The Fund’s performance may be volatile, which means that the Fund’s performance may be subject to substantial short-term changes up or down.
The Fund acquired all of the assets and liabilities of Harbor Assets, LLC (the “Predecessor Fund”) in a tax-free reorganization on August 30, 2013 (the “Reorganization”). In connection with the Reorganization, shares of the Predecessor Fund were exchanged for Class A shares of the Fund. Prior to November 1, 2025, the Fund was managed by a sub-advisor with different investment strategies and policies. The performance data below for periods prior to November 1, 2025 reflects a different sub-advisor with a different investment strategy. Consequently, the performance record may be less pertinent for investors considering whether to purchase shares of the Fund. The Fund’s performance may have been different if the Fund’s portfolio was managed under the current investment objective, strategies and policies.
Fund performance was materially impacted by a nonrecurring litigation settlement of $1.96 million booked to the Fund on June 19, 2023. The positive impact was $0.1482/share, or 1.65% of the Fund’s NAV.
Updated performance information and daily NAV is available at no cost by calling
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Catalyst Systematic High Income Fund Annual Total Returns
For the Years Ended December 31

During the period shown in the bar chart,
Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Years | 10 Years | |
| Class A | |||
| ( |
( | ||
| Return After Taxes on Distributions | ( |
( | |
| Return After Taxes on Distributions and Sale of Fund Shares | ( |
( | |
| Class C | |||
| ( | |||
| Class I | |||
| S&P 500 Index ( |
Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
Portfolio Managers: David Miller, Chief Investment Officer and Senior Portfolio Manager of the Advisor, and Charles Ashley, Portfolio Manager of the Advisor, serve as the Fund’s portfolio
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managers. Messrs. Miller and Ashley are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. Messrs. Miller and Ashley have served the Fund as portfolio managers since November 2025.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax deferred plans, such as IRA or 401(k) accounts, and $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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The Fund’s investment objective is long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
|||
| Maximum Deferred Sales Charge (Load) (as a % of the original purchase price) |
|||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | |||
| 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 | |||
| Interest/Dividend Expense | |||
| Remaining Other Expenses | |||
| Acquired Fund Fees and Expenses2 | |||
| Total Annual Fund Operating Expenses | |||
| Fee Waiver and/or Expense Reimbursement 3 | ( |
( |
( |
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
| 1 |
|
| 2 |
|
| 3 |
|
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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.
| YEAR | Class A | Class C | Class I | |||
| 1 | $ |
$ |
$ | |||
| 3 | $ |
$ |
$ | |||
| 5 | $ |
$ |
$ | |||
| 10 | $ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2026 was
Under normal market conditions, the Fund seeks to achieve its investment objective by investing in put and call options on exchange traded funds (“ETFs”) that track the S&P 500 Index (“Index ETFs”) and in fixed income securities. At time of purchase, the equity options component’s target allocation is between 0.5% and 7.5%, while the fixed income component’s target allocation is between 92.5% and 99.5%. The equity option component is designed to provide 100% notional exposure to the S&P 500 Index (the “Index”), with a level of hedge on the downside and participation on the upside to a certain cap. Using a combination of put and call options on Index ETFs, the Fund’s investment sub-advisor, Exceed Advisory LLC (the “Sub-Advisor”), initially executes the equity options strategy by seeking to provide an investment vehicle that limits losses to 12.5% when the Index declines in value, and to participate in increases in the Index up to approximately 15%. As the Index increases in value, the strategy seeks to increase the level of hedge on the downside and the cap on the upside by rebalancing or rolling the call and put strike levels in a given maturity to higher strike levels. By rebalancing, the strategy seeks to optimize risk / reward by lowering downside risk (through buying higher strike puts) and increasing upside potential (through selling higher strike calls), thus converting a hard cap to a soft cap. There may be times that the Sub-Advisor determines not to implement the Fund’s hedging strategy.
The fixed income component is designed to return a yield that is used to assist in purchasing the equity option component. The equity options strategy is intended to provide investment returns that are correlated with, but less volatile than, those of the Index. Although the option strategy includes a leverage component, the strategy also limits the Fund’s participation in Index gains.
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Equity Options Component
The equity options strategy consists of exchange traded equity options. Options selected for the equity options component generally have a duration of approximately one year.
Put Options Sub-Component
Put options allow the purchaser, for a premium, to “put” a security to the seller of the option at a strike price. Put options are selected for the Fund to target participation in the Index if the Index decreases down to a maximum floor of 12.5% by selecting a short put whose strike price equals the current value of the Index and a long put whose strike price is below the current value of the Index. The Fund’s purchases and sales of put options result in “put spreads,” which are intended to allow the Fund to mitigate losses in the equity options component when the Index declines by more than 12.5% during the terms of the put spreads. The put spreads do not guard the Fund against Index losses in the equity options component of less than 12.5%, and only seeks to guard against such losses during the terms of the put spreads. All other losses in the equity options component will be borne by the Fund and shareholders. There is no guarantee that the put spreads will limit the losses in the equity options component to 12.5%. Put options do not protect against losses in the fixed income component of the Fund’s strategy.
Call Options Sub-Component
Call options allow the purchaser, for a premium, to “call” away a security from the seller of the option at a particular price, called the “strike price.” Normally, a buyer calls away a security at the strike price if the security’s market price is greater than the strike price. The call options are selected to target participation in the Index if the Index increases up to a maximum cap by selecting a long call whose strike price equals the current value of the Index and a short call whose strike price is above the current value of the Index. In this way, the Fund seeks to participate with the market up to the maximum cap. The Fund’s purchases and sales of call options result in “call spreads,” which are intended to allow the Fund to participate in increases in the Index up to approximately 15% during the terms of the call spreads.
The objective of the call options is to provide market participation up to the maximum cap while the objective of the put options is to provide a floor to negative performance and thereby limit exposure in a materially bearish environment. However, there is no guarantee that put and call options will limit the Fund’s losses in the equity options component.
Fixed Income Component
The fixed income component of the Fund’s portfolio consists of domestic short to medium term, investment grade, fixed coupon, senior or subordinated corporate bonds, and government securities with a typical maturity of 5 years or less, or ETFs that invest primarily in such securities. The Fund typically invests primarily in corporate debt. Fixed income securities are selected by
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identifying the highest yielding securities among a peer group with similar credit quality and maturity, while also ensuring portfolio diversification in terms of credit rating and industry.
Although the Fund’s strategy seeks to provide protection for large losses in the equity portion of the portfolio, an investor can still lose money on the fixed income portion such that the total loss in the portfolio as a whole could be more than the targeted 12.5%.
The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s performance.
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Call Options Risk. As the seller (writer) of a covered call option, the Fund assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received and gives up the opportunity for gain on the underlying security above the exercise option price. The Fund continues to bear the risk that it will lose money if the value of the security falls below the strike price. As the buyer of a call option, the Fund assumes the risk that the market price of the underlying security will not increase above the strike price plus the premiums paid, so the Fund bears the risk that it will lose the premium paid for the option.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Credit Risk. An issuer of a security may fail to pay principal and interest in a timely manner, reducing the Fund’s total return. The price of a fixed-income security tends to drop if the rating of the underlying issuer drops and the probability of the failure to pay principal and interest increases.
Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.
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Equity Options Strategy Risk. Although the equity options strategy is intended to manage volatility, it may not protect against market declines, may limit the Fund’s participation in market gains (particularly during periods when market values are increasing or market volatility is high), may increase portfolio transaction costs (which could result in losses or reduction in gains), may not be successful, and is subject to the Sub-Advisor’s ability to correctly analyze and implement the Fund’s equity options strategy.
Equity Security Risk. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Exchange Traded Funds (“ETFs”) Risk. Like an open-end investment company (mutual fund), the value of an ETF can fluctuate based on the prices of the securities owned by the ETF, and ETFs are also subject to the following additional risks: (i) the ETF’s market price may be less than its net asset value; (ii) an active market for the ETF may not develop; and (iii) market trading in the ETF may be halted under certain circumstances.
Fixed-Income Risk. When the Fund invests in fixed-income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.
Index Risk. If the derivative, such as a futures contract, in which the Fund invests is linked to the performance of an index, it will be subject to the risks associated with changes in that index.
Interest Rate Risk. Overall bond prices, including the prices of securities held by the Fund, may decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. Rising interest rates pose a heightened risk to the Fund’s longer-term fixed income securities.
Large Capitalization Company Risk. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. Large-capitalization
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companies may be more mature and subject to more limited growth potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
Leverage Risk. Using leverage can magnify the Fund’s potential for gain or loss and; therefore, amplify the effects of market volatility on the Fund’s share price. Using derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of the Fund’s securities must be liquid at the time of investment, the Fund may purchase illiquid investments and securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Managed Volatility Risk. Techniques used by the Sub-Advisor to manage the volatility of the Fund’s investments carry the risks that such techniques may not protect against market declines. The techniques may also limit the Fund’s participation in market gains, particularly during periods where market values are increasing but market volatility is high. Further, such techniques may increase portfolio transaction costs, which could result in losses or reduced gains. They also may not be successful, as the techniques are subject to the Sub-Advisor’s ability to correctly analyze and implement the volatility management techniques in a timely manner.
Management Risk. The portfolio manager’s judgments about the attractiveness, value and potential appreciation of particular stocks, options, or other securities or derivatives in which the Fund invests or sells short may prove to be incorrect, and there is no guarantee that the portfolio manager’s judgment will produce the desired results.
Market Risk. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels, tariffs or trade wars, international conflicts, and political events affect the securities markets.
Options Market Risk. Markets for options may not always operate on a fair and orderly basis. At times, prices for options may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances. The dysfunction and manipulation of volatility and options markets may make it difficult for the Fund to effectively implement its investment strategy and achieve its objectives, and could potentially lead to significant losses.
Options Risk. There are risks associated with the Fund’s options strategy. This strategy involves the sale and purchase of call and put options. A seller (writer) of a call option will lose money if the underlying security on which the option was written increases in value to a level above the strike price of the sold option plus the premium received. Since there is no limit on how high the
30
value of an entity can go, there is material risk in being short a call with no offsetting position. A seller (writer) of a put option will lose money if the underlying security on which the option was written decreases in value to a level below the strike price of the sold option less the premium received. The seller of a put option is limited to losing the difference between the strike price less the premium received and $0, reflecting a full loss of all value for the underlying security. The Fund’s losses are potentially large in a written put transaction and potentially unlimited in an unhedged written call transaction. A seller of an option can be liquidated if the value of the underlying security advances enough in the case of a call option, or declines enough in the case of a put option, given there are no offsetting positions or enough capital to offset the unrealized losses. In a liquidation event, one should expect material realized losses.
A buyer of a call or put option risks the loss of the entire premium invested in the option. If the underlying security is not above the strike price at maturity of a call, or not below the strike price at maturity of a put, the option will expire worthless.
Additionally, purchased options may decline in value due to changes in price of the underlying reference instrument, passage of time, and changes in volatility. Generally, options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Further, the underlying reference instrument on which the option is based may have imperfect correlation to the value of the Fund’s portfolio securities. Option premiums are treated as short-term capital gains and, when distributed to shareholders, are usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. Options are also subject to leverage and volatility risk, liquidity risk, tracking risk (the risk that an option’s returns will deviate from a benchmark), and sub-strategy risk (the risk that hedging sub-strategies will not perform as expected).
Short Position Risk. The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which the Fund purchases an offsetting position. Short positions may be considered speculative transactions and involve special risks, including greater reliance on the ability to accurately anticipate the future value of a security or instrument. The Fund’s losses are potentially unlimited in a short position transaction.
Turnover Risk. The Fund may have a high turnover of the securities held in its portfolio. Increased portfolio turnover causes the Fund to incur higher brokerage costs, which may adversely affect the Fund’s performance and may produce increased taxable distributions.
Underlying Fund Risk. Because the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying funds. By investing in underlying funds, you will bear not only your proportionate share of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its
31
investment strategy, including liquidity risk and default risk on the assets held by the underlying fund.
U.S. Government Obligations Risk. The Fund may invest in U.S. government or agency obligations. Securities issued or guaranteed by federal agencies and U.S. government sponsored entities may or may not be backed by the full faith and credit of the U.S. government.
The Fund acquired all of the assets and liabilities of Exceed Defined Shield Index Fund, a series of Forum Funds, (the “Predecessor Fund”) in a tax-free reorganization on September 1, 2017 (the “Reorganization”). In connection with this Reorganization, shares of the Predecessor Fund’s Investor Shares and Institutional Shares were exchanged for Class A shares and Class I shares of the Fund, respectively. The Predecessor Fund had an investment objective and strategies that were, in all material respects, the same as those of the Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the Fund. The performance information set forth below for periods prior to September 1, 2017 reflects the historical performance of the Predecessor Fund shares. Neither Investor Class nor Institutional Class shares of the Predecessor Fund charged a sales load and, therefore, the impact of a sales load is not reflected in the Fund’s performance for the periods prior to September 1, 2017. Additionally, because the 1 Year Average Annual Total Returns assume investment in the Fund on December 31, 2016, which was prior to the Reorganization, the impact of a sales load is not reflected in the performance information provided.
Updated performance information is available at no cost by calling
32
Catalyst Buffered Shield Fund Annual Total Returns
For the Years Ended December 31

During the period shown in the bar chart,
Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Year | 10 Year | |
| Class I | |||
| Return After Taxes on Distributions | |||
| Return After Taxes on Distributions and Sale of Fund Shares | |||
| Class A | |||
| S&P 500 Index ( |
|||
| 1 Year | 5 Year | Since inception ( | |
| Class C | |||
| S&P 500 Index ( |
33
Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
Sub-Advisor: Exceed Advisory LLC, is the Fund’s investment sub-advisor.
Portfolio Manager: Joseph Halpern, Portfolio Manager of the Sub-Advisor, is primarily responsible for the day-to-day management of the Fund. Mr. Halpern has served the Fund in this capacity since the Fund’s inception in 2015.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax-deferred plans, such as IRA or 401(k) accounts, and $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
34
The Fund’s investment objective is long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class C-1 | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
||||
| Maximum Deferred Sales Charge (Load) (as a % of the lesser of the NAV of the shares redeemed or the original purchase price) |
||||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | ||||
| 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 | ||||
| Interest/Dividend Expense | ||||
| Remaining Other Expenses | ||||
| Acquired Fund Fees and Expenses3 | ||||
| Total Annual Fund Operating Expenses |
| 1 |
|
| 2 |
|
| 3 |
|
35
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
| YEAR | Class A | Class C |
Class C-1 (if you redeemed your shares) |
Class C-1 (if you did not redeem your shares) |
Class I | |||||
| 1 | $ |
$ |
$ |
$ |
$ | |||||
| 3 | $ |
$ |
$ |
$ |
$ | |||||
| 5 | $ |
$ |
$ |
$ |
$ | |||||
| 10 | $ |
$ |
$ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2026 was
The Fund seeks to achieve its investment objective by investing in a portfolio comprised of (i) futures contracts, forward and spot contracts, and/or options on futures contracts, or swaps on the preceding or baskets of the preceding, on or related to the following sectors: currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities, (the “Futures Component”), and (ii) equity exchange traded funds (“ETFs”), currently implemented via a portfolio of ETFs, but may also be implemented and/or augmented by single-name or baskets of equity securities, and common stocks (the “Equity Component”), intended to capitalize on the non-correlated, long term historical performance of the equities and managed futures asset classes The Fund also holds a large portion of its assets in cash, money market mutual funds, U.S. Treasury Securities, and other cash equivalents, some or all of which will serve as margin or collateral for the Fund’s investments.
Futures Component
The Futures Component of the Fund’s portfolio may hold long and short positions on futures contracts, forward and spot contracts and options on futures contracts and indices, or swaps on or baskets of the preceding holdings, and maintains cash and cash equivalents to be utilized as margin or collateral. The Fund invests 30% to 70% of its assets in the Futures Component. The Futures Component of the Fund’s assets are allocated among various asset classes, including equity, fixed income, commodities and currencies. Investments may be made in domestic and foreign markets, including emerging markets. Investment in these instruments may be made by the Fund directly or indirectly by investing through its Subsidiary (as described below).
The Fund’s sub-advisor, Millburn Ridgefield LLC (the “Sub-Advisor”), utilizes a set of proprietary trading systems developed by the Sub-Advisor to determine the Fund’s asset allocations. The trading systems generate buy or sell decisions in a particular market based on the analysis of technical market information (such as price, liquidity, and transaction costs) and/or non-price economic variables (such as economic statistics, interest rates, and supply/demand measures). The trading systems analyze these factors over a broad time spectrum that may range from several minutes to multiple years. The Sub-Advisor analyzes a number of additional factors
36
in determining how the markets traded are allocated in the portfolio, including, but not limited to: profitability of an asset class or market; liquidity of a particular market; professional judgement; desired diversification among markets and asset classes; transaction costs; exchange regulations; and depth of market. Decisions whether to trade a particular market require the exercise of judgment. The decision not to trade certain markets for certain periods, or to reduce the size of a position in a particular market, may at times result in missing significant profit opportunities. The allocations are reviewed at least monthly, although changes may occur more or less frequently.
Equity Component
The Equity Component is intended to provide the Fund’s portfolio with long-term, strategic exposure to a number of U.S. and international liquid equity securities. The companies and/or ETFs held by the Fund may be of any market capitalization, sector and geographic location (including emerging markets). The Fund invests 30% to 70% of its assets in the Equity Component. The Fund’s Equity Component investments are taken on a relatively passive, long-only, “buy-and-hold” basis.
The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s performance.
Investments in Subsidiary
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Agricultural Sector Risk. Economic forces, including forces affecting agricultural markets, as well as government policies and regulations affecting agriculture companies, could adversely impact the Fund’s investments. Soft commodities, grains and livestock production, and trade flows are significantly affected by government policies and regulations.
Allocation Risk. If a Fund’s strategy for allocating assets among different asset classes does not work as intended, the Fund may not achieve its objective or may underperform other funds with the same or similar investment strategy.
37
Cash and Cash Equivalents Risk. At any time, the Fund may have significant investments in cash and cash equivalents. When a substantial portion of a portfolio is held in cash and cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time.
Commodity Risk. Investing in the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Commodity prices may be influenced by unfavorable weather, animal and plant disease, and geological and environmental factors, as well as changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Currency Risk. Fluctuations in exchange rates may adversely affect the market value of a Fund’s investments. Currency risk includes the risk that the currencies in which a Fund has taken a position, or in which a Fund’s investments are denominated, will decline in value. Some currencies are illiquid, and a Fund may not be able to convert them into U.S. dollars, or may only be able to do so at an unfavorable exchange rate. Currency trading involves significant risks, including market risk, interest rate risk, foreign investment risk, counterparty credit risk, and short sale risk.
Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.
Emerging Market Risk. Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights. Emerging market economies may be based on only a few industries, and security issuers may be more susceptible to economic weakness and more likely to default. Emerging market securities also tend to be less liquid. There may also be less reliable or publicly available information about emerging markets due to non-uniform regulatory, auditing or financial recordkeeping standards, which could cause errors in the implementation of the Fund’s investment strategy. The Fund’s performance may depend on issues other than those that affect U.S. companies and may be adversely affected by different rights and remedies associated with emerging market investments, or the lack thereof, compared to those associated with U.S. companies.
Energy Sector Risk. Because of the Fund’s exposure to this sector, the performance of the Fund is tied closely to and affected by developments in the energy sector, such as the possibility that government regulation will negatively impact companies in this sector. Energy infrastructure entities are subject to the risks specific to the industry they serve.
38
Equity Security Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Exchange-Traded Funds (“ETFs”) Risk. Like an open-end investment company (mutual fund), the value of an ETF can fluctuate based on the prices of the securities owned by the ETF, and ETFs are also subject to the following additional risks: (i) the ETF’s market price may be less than its net asset value; (ii) an active market for the ETF may not develop; and (iii) market trading in the ETF may be halted under certain circumstances.
Fixed-Income Risk. When the Fund invests in fixed-income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline.
Foreign Exchanges Risk: A portion of the derivatives trades made by the Fund may take place on foreign markets. Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Foreign Investment Risk. Foreign investing involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability, and differing auditing and legal standards. Investing in emerging markets imposes risks different from, or greater than, the risks of investing in foreign developed countries.
Forward Contract Risk. Forward contracts are individually negotiated and privately traded, so they are dependent upon the creditworthiness of the counterparty and subject to counterparty default risk and liquidity risk. If a counterparty defaults and fails to deliver or settle a forward trade, replacing the transaction may be costly. Liquidity risk exists because no organized secondary market exists to trade or dispose of forward obligations.
Futures Contract Risk. The successful use of futures contracts draws upon the Advisor’s or Sub-Advisor’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures a contracts are (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price
39
of the futures contract; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Advisor’s or Sub-Advisor’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that the counterparty will default in the performance of its obligations; and (f) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.
Interest Rate Risk. Overall bond prices, including the prices of securities held by the Fund, may decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. Rising interest rates may pose a heightened risk to the Fund’s longer-term fixed income securities.
Leverage Risk. Using derivatives like futures, forwards, options and swaps to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of the Fund’s securities must be liquid at the time of investment, the Fund may purchase illiquid investments and securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Management Risk. The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities and derivatives in which the Fund invests may prove to be incorrect, and there is no guarantee that the portfolio manager’s judgment will produce the desired results.
Market Risk. Overall securities and derivatives market risks may affect the value of individual instruments in which the Fund invests. Factors such as domestic and foreign economic growth and market conditions, interest rate levels, tariffs or trade wars, international conflicts, and political events affect the securities and derivatives markets. When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money.
Metals Sector Risk. The prices of precious metals and industrial metals operation companies are affected by the price of precious metals such as platinum, palladium and silver, as well as other metals prices and prevailing market conditions. These prices may be volatile, fluctuating substantially over short periods of time.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Sub-Advisor carry the risk that the ranking system, valuation results and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be
40
suitable for the purpose intended. In addition, models may not perform as intended for many reasons, including errors, omissions, imperfections or malfunctions. Because the use of models are usually based on data supplied by third parties, the success of the Sub-Advisor’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Options Market Risk. Markets for options may not always operate on a fair and orderly basis. At times, prices for options may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances. The dysfunction and manipulation of volatility and options markets may make it difficult for the Fund to effectively implement its investment strategy and achieve its objectives, and could potentially lead to significant losses.
Options Risk. There are risks associated with the sale and purchase of call and put options. As the seller (writer) of a call option, the Fund assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. Because they are unhedged, the Fund’s written calls expose the Fund to potentially unlimited losses.
Regulatory Risk. Changes in the laws or regulations of the United States or other countries, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective, and could increase the operating expenses of the Fund.
Short Position Risk. The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which the Fund purchases an offsetting position. Short positions may be considered speculative transactions and involve special risks, including greater reliance on the ability to accurately anticipate the future value of a security or instrument. The Fund’s losses are potentially unlimited in a short position transaction.
Swaps Risk. Swaps are subject to tracking risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Over the counter swaps are subject to counterparty default. Leverage inherent in derivatives will tend to magnify the Fund’s losses. The costs of investing in swaps will be indirectly paid by the Fund.
Tax Risk. By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments will be passed through to the Fund as ordinary income, which may be taxed at less favorable rates than capital gains.
Turnover Risk. The Fund may have a high turnover of the securities held in its portfolio.
41
Increased portfolio turnover causes the Fund to incur higher brokerage costs, which may adversely affect the Fund’s performance and may produce increased taxable distributions.
Underlying Fund Risk. Because the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying funds. By investing in underlying funds, you will bear not only your proportionate share of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its investment strategy, including liquidity risk and default risk on the assets held by the underlying fund.
U.S. Government Obligations Risk. The Fund may invest in U.S. government or agency obligations. Securities issued or guaranteed by federal agencies and U.S. government sponsored entities may or may not be backed by the full faith and credit of the U.S. government.
Wholly-Owned Subsidiary Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the commodities risks associated with the Subsidiary’s investments in commodity-related instruments. Shareholders of the Fund are indirectly subject to the principal risks of the Subsidiary by virtue of the Fund’s investment in the Subsidiary. There can be no assurance that the Subsidiary’s investments will contribute to the Fund’s returns. The Subsidiary is not registered under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), and is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could adversely affect the Fund, such as by reducing the Fund’s investment returns. The Fund and the Subsidiary are “commodity pools” under the U.S. Commodity Exchange Act, as amended, and the Advisor is a “commodity pool operator” registered with and regulated by the Commodity Futures Trading Commission (“CFTC”). As a result, additional CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to the Fund and the Subsidiary and subject each to CFTC penalties if reporting was found to be deficient.
42
Updated performance information and daily NAV is available at no cost by calling
Catalyst/Millburn Hedge Strategy Fund Annual Total Returns
for the Years Ended December 31

During the period shown in the bar chart,
Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Year | 10 Year* | |
| Class I | |||
| Return After Taxes on Distributions** | |||
| Return After Taxes on Distributions and Sale of Fund Shares** | |||
| Class A | |||
| ( |
|||
| Class C | |||
43
| 1 Year | 5 Year | Since Inception* ( | |
| Class C-1 | |||
| S&P 500 Index ( |
(10 Year) (Since 10/30/2020) | ||
| BofA Merrill Lynch 3-Month U.S. Treasury Bill Index ( |
(10 Year) (Since 10/30/2020) | ||
| Credit Suisse Managed Futures Index ( |
(10 Year) (Since 10/30/2020) | ||
| MSCI ACWI Net (USD) Index ( |
(10 Year) (Since 10/30/2020) |
| * |
|
| ** |
|
Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
Sub-Advisor: Millburn Ridgefield LLC is the Fund’s investment sub-adviser.
Portfolio Managers: Harvey Beker, Chairman and a Director of the Sub-Advisor, Barry Goodman, Co-Chief Executive Officer and Executive Director of Trading of the Sub-Advisor, Grant Smith, Co-Chief Executive Officer of the Sub-Advisor, and Michael Soss, PhD, Chief Investment Officer of the Sub-Advisor are the Fund’s Portfolio Managers and are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. Messrs. Becker, Goodman and Smith have served the Fund as Portfolio Managers since the Fund commenced
44
operations in December 2015. Dr. Soss has served the Fund as Portfolio Manager since March 2024.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax-deferred plans, such IRA and 401(k) accounts, and $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
45
The Fund’s investment objective is 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 table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
|||
| Maximum Deferred Sales Charge (Load) (as a % of the original purchase price) |
|||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | |||
| 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 | |||
| Interest/Dividend Expense | |||
| Remaining Other Expenses | |||
| Acquired Fund Fees and Expenses2 | |||
| Total Annual Fund Operating Expenses | |||
| Fee Waiver and/or Expense Reimbursement 3 | ( |
( |
( |
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
| 1 |
|
| 2 |
|
| 3 |
|
46
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
| YEAR | Class A | Class C | Class I | |||
| 1 | $ |
$ |
$ | |||
| 3 | $ |
$ |
$ | |||
| 5 | $ |
$ |
$ | |||
| 10 | $ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2026 was
Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities and derivative instruments that provide exposure to the NASDAQ-100 Index® (“NDX”). The Fund may obtain its NDX exposure through: (i) direct holdings of common stocks comprising the NDX (using a replication or near-replication methodology); (ii) exchange traded funds (“ETFs”) and/or exchange-traded notes (“ETNs”) that track the NDX; and (iii) long options, call spreads, or option combinations on the NDX and/or CME E-mini Nasdaq-100 futures contracts (including long-dated options with maturities up to one year or more) to capture equity upside and long market exposure. The Fund may also hold cash, cash equivalents, and short-term U.S. Treasury obligations as collateral for certain of its derivative positions.
The Fund employs a written call option overlay to implement a hedged equity strategy and to generate cash flow and manage portfolio risk. The Fund seeks income by writing (selling) call options on the NDX or investments with exposure to the NDX, including Cboe NDX and Micro NDX, and on futures contracts, including CME E-mini NDX futures contracts. The call options written by the Fund generally have short-dated maturities of approximately two weeks (but can be longer if necessary, as long as they remain covered calls) and are typically systematically rolled to generate cash flow from option premiums.
The premiums received from writing call options supplement the returns of the Fund’s equity holdings. In exchange for the premiums received from writing a call option, the Fund agrees to
47
sell the underlying asset at a certain fixed price (the strike price). The Fund’s gain is limited to the strike price. If the underlying asset appreciates in value above the strike price, the Fund gets no benefit. This loss of upside opportunity may be offset in whole or in part by any long equity, futures, or option positions held by the Fund.
The Fund’s sub-advisor, Equity Armor Investments, LLC (the “Sub-Advisor”), dynamically manages the overall portfolio exposure and option overlay to seek current income and participate in equity market gains. The premiums received from selling call options may partially offset any declines in the Fund’s equity holdings, but the Fund’s equity market losses may exceed the premiums received.
Distribution Policy: The Fund’s distribution policy is to make twelve monthly distributions to shareholders. The Fund may, at the discretion of management, target a specific level of monthly distributions (including any return of capital) from time to time. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital. Shareholders should not assume that the source of a distribution from the Fund is net profit. For more information about the Fund’s distribution policy, please turn to “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Strategies – Catalyst Nasdaq-100 Hedged Income Fund - Distribution Policy and Goals” section in the Fund’s Prospectus.
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Cash and Cash Equivalents Risk: At any time, the Fund may have significant investments in cash and cash equivalents. When a substantial portion of a portfolio is held in cash and cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objective.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may
48
not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.
Distribution Policy Risk. The Fund may, at the discretion of management, target a specific level of monthly distributions (including any return of capital) from time to time. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital (i.e., from your original investment). Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares.
Equity Security Risk. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Exchange-Traded Fund (“ETFs”) Risk. Like an open-end investment company (mutual fund), the value of an ETF can fluctuate based on the prices of the securities owned by the ETF, and ETFs are also subject to the following additional risks: (i) the ETF’s market price may be less than its net asset value; (ii) an active market for the ETF may not develop; and (iii) market trading in the ETF may be halted under certain circumstances. Shareholders of the Fund will bear the expenses of the Fund’s investment in ETFs as well as the Fund’s own operating expenses.
Exchange Traded Notes (ETNs”) Risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risk.
Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability, and differing auditing and legal standards. Investing in emerging markets imposes risks different from, or greater than, the risks of investing in foreign developed countries.
Futures Contract Risk: The successful use of futures contracts draws upon the Sub-Advisor’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) investments in futures contracts involves leverage, which means a small percentage of assets in futures or forward contracts can have a disproportionately large impact on the Fund, and the Fund can lose more than the principal amount invested; (d) losses caused by unanticipated market movements, which are potentially unlimited;
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(e) the Sub-Advisor’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (f) the possibility that the counterparty will default in the performance of its obligations; and (g) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.
Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk, or that hedging transactions will be either available or cost effective.
Index Risk. Because the Fund is linked to the performance of an index, it will be subject to the risks associated with changes in that index.
Large Capitalization Company Risk. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. Large-capitalization companies may be more mature and subject to more limited growth potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
Leverage Risk. Using derivatives like futures contracts and options to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of the Fund’s securities must be liquid at the time of investment, the Fund may purchase illiquid investments and securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Management Risk. The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular stocks, futures contracts, options, or other securities or derivatives in which the Fund invests or sells short may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce the desired results.
Market Risk. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels, tariffs or trade wars, international conflicts, and political events affect the securities markets.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Sub-Advisor carry the risk that the ranking system, valuation results and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be suitable for the purpose intended. In addition, models may not perform as intended for many
50
reasons, including errors, omissions, imperfections or malfunctions. Because the use of models are usually based on data supplied by third parties, the success of the Sub-Advisor’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Options Market Risk. Markets for options may not always operate on a fair and orderly basis. At times, prices for options may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances. The dysfunction and manipulation of volatility and options markets may make it difficult for the Fund to effectively implement its investment strategy and achieve its objectives, and could potentially lead to significant losses.
Options Risk. There are risks associated with the Fund’s use of options. As the buyer of a call option, the Fund risks losing the entire premium invested in the option if the underlying reference instrument does not rise above the strike price, which means the option will expire worthless. As the buyer of a put option, the Fund risks losing the entire premium invested in the option if the underlying reference instrument does not fall below the strike price, which means the option will expire worthless. Conversely, as a seller (writer) of a call option or put option, the Fund will lose money if the value of the underlying reference instrument rises above (written call option) or falls below (written put option) the respective option’s strike price. The Fund’s losses are potentially large in a written put transaction and potentially unlimited in an unhedged written call transaction.
A buyer of a call or put option risks the loss of the entire premium invested in the option. If the price of the underlying security is not above the strike price at maturity of a call, or not below the strike price at maturity of a put, the option will expire worthless.
Additionally, purchased options may decline in value due to changes in price of the underlying reference instrument, passage of time, and changes in volatility. Generally, options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Further, the underlying reference instrument on which the option is based may have imperfect correlation to the value of the Fund’s portfolio securities. Option premiums are treated as short-term capital gains and, when distributed to shareholders, are usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. Options are also subject to leverage and volatility risk, liquidity risk, tracking risk (the risk that an option’s returns will deviate from a benchmark), and sub-strategy risk (the risk that hedging sub-strategies will not perform as expected).
Call Options Risk. As the seller (writer) of a covered call option, the Fund assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received and gives up the opportunity for gain on the underlying security above the exercise option price. The Fund continues to bear the risk that it will lose money if the value of the security falls below the strike price. Option premiums are treated as short-term capital gains and, when distributed to shareholders, are
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usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. As the buyer of a call option, the Fund assumes the risk that the market price of the underlying security will not increase above the strike price plus the premiums paid, so the Fund bears the risk that it will lose the premium paid for the option.
Sector Exposure Risk. Sector exposure risk is the possibility that securities within the same sector 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 especially sensitive to factors and economic risks that specifically affect that sector. As a result, the Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors.
Technology Sector Risk. Technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates, and competition for the services of qualified personnel.
U.S. Government Obligations Risk. The Fund may invest in U.S. government or agency obligations. Securities issued or guaranteed by federal agencies and U.S. government sponsored entities may or may not be backed by the full faith and credit of the U.S. government.
Updated performance information and daily NAV is available at no cost by calling
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Catalyst Nasdaq-100 Hedged Income Fund Annual Total Returns
for the Years Ended December 31

During the period shown in the bar chart,
Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Year | 10 Year | |
| Class A | |||
| Return After Taxes on Distributions | |||
| Return After Taxes on Distributions and Sale of Fund Shares | |||
| Class C | |||
| Class I | |||
| S&P 500 Index ( |
|||
| NASDAQ – 100 Total Return Index ( |
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Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
Sub-Advisor: Equity Armor Investments, LLC, serves as the Fund’s investment sub-advisor.
Portfolio Managers: Brian Stutland, Managing Partner, Chief Investment Officer of the Sub-Advisor, Afshin Luke Rahbari, Chief Compliance Officer, Managing Member and a Portfolio Manager of the Sub-Advisor, and Joseph Tigay, Chief Trading Officer and a Portfolio Manager of the Sub-Advisor, serve as the Fund’s Portfolio Managers and are primarily responsible for the day-to-day management of the Fund. Mr. Rahbari is the Fund’s Lead Portfolio Manager. Messrs. Stutland, Rahbari, and Tigay have served the Fund as Portfolio Managers since October 2020.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax-deferred plans, such as IRA and 401(k) accounts, or $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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The Fund’s investment objective is long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.
| Shareholder Fees (fees paid directly from your investment) |
Class A | Class C | Class I |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) |
|||
| Maximum Deferred Sales Charge (Load) (as a % of the original purchase price) |
|||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions | |||
| 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 Expenses2 | |||
| Total Annual Fund Operating Expenses | |||
| Fee Waiver and/or Expense Reimbursement 3 | ( |
( |
( |
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
| 1 |
|
| 2 |
|
| 3 |
|
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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.
| YEAR | Class A | Class C | Class I | |||
| 1 | $ |
$ |
$ | |||
| 3 | $ |
$ |
$ | |||
| 5 | $ |
$ |
$ | |||
| 10 | $ |
$ |
$ |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The portfolio turnover rate of the Fund for the fiscal period ended June 30, 2026 was
The Fund seeks to achieve its investment objective by investing in a portfolio composed of two components: (i) a “Managed Futures Component” consisting of global financial and commodity futures, currency forwards and other derivative contracts on or related to sectors or assets classes, including currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities, and (ii) a “60/40 Component” consisting of a portfolio investing in U.S. equity and U.S. fixed income markets through financial futures and U.S. bond exchange-traded funds (“ETFs”). The Fund expects to allocate between 5%-40% of its assets in the Managed Futures Component and between 40%-60% of its assets in the 60/40 Component. The Fund holds the balance of its assets in cash and cash equivalents.
Managed Futures Component
The Managed Futures Component of the Fund’s portfolio may hold long and short positions in futures, forwards and other derivative contracts, and maintains cash and cash equivalents to be utilized as margin. The Managed Futures Component of the Fund’s assets are allocated among various sectors or asset classes, including currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities. Investments may be made in domestic and foreign markets, including emerging markets. Investment in these instruments may be made by the Fund directly or indirectly by investing through its Subsidiary (as described below).
The Advisor engages a sub-advisor, Aspect Capital Limited (the “Sub-Advisor”), to manage the Fund’s portfolio. In managing the Managed Futures Component, the Sub-Advisor utilizes a set of proprietary trading systems, developed by the Sub-Advisor, to determine the Fund’s asset allocations. A quantitative process is used to collect, process and analyze market price data in order
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to determine the direction and strength of the trend opportunities in each sector or asset class of the component, and determine buy or sell decisions accordingly. The process used is similar across all sectors and contracts, based on the Sub-Advisor’s belief in diversification and with the aim of avoiding over-optimization and/or over-fitting of the model to individual market idiosyncrasies or to the recent past. The quantitative process seeks to harvest opportunities over various timescales, from a small number of days to six months or more. By maintaining a comparatively small exposure to any individual contract, the strategy seeks to achieve true sector and contract diversification, thereby allowing a wide range of opportunities to be captured and maximizing expected long-term, risk-adjusted returns.
The Fund actively trades this component of the Fund’s portfolio, which may lead to higher transaction costs that may offset Fund performance.
60/40 Component
The 60/40 Component is intended to provide the Fund’s portfolio with long-term, strategic broad-based exposure to liquid U.S. equity and U.S. fixed income securities, similar to that of a traditionally weighted U.S. investment portfolio. The Sub-Advisor aims to allocate approximately 60% of the component’s assets to U.S. equity markets through investment in S&P 500 futures contracts and approximately 40% of the component’s assets to U.S. bond markets through investing in various futures contracts and/or U.S. bond ETFs. The Fund’s 60/40 Component investments are taken on a relatively passive, long-only, “buy-and-hold” basis. With respect to the 60/40 Component’s 40% allocation to the U.S. bond markets, the Fund may invest in ETFs that hold securities of any maturity or duration and intends to hold a majority of the portfolio in investment grade corporate bonds (rated BBB or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization). The longer a security’s duration, the more sensitive it will be to changes in interest rates.
The Fund is classified as “non-diversified” for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), which means that it is not limited by the 1940 Act with regard to the portion of its assets that may be invested in the securities of a single issuer.
Investments in Subsidiary
Principal Risks of Investing in the Fund:
As with any mutual fund, there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant.
57
The following summarizes the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return, and value of the Fund and your investment.
Agricultural Sector Risk. Economic forces, including forces affecting agricultural markets, as well as government policies and regulations affecting agriculture companies, could adversely impact the Fund’s investments. Soft commodities, grains and livestock production, and trade flows are significantly affected by government policies and regulations.
Allocation Risk. If a Fund’s strategy for allocating assets among different asset classes does not work as intended, the Fund may not achieve its objective or may underperform other funds with the same or similar investment strategy.
Cash and Cash Equivalent Risk. At any time, the Fund may have significant investments in cash and cash equivalents. When a substantial portion of a portfolio is held in cash and cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time.
Commodity Risk. Investing in the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Commodity prices may be influenced by unfavorable weather, animal and plant disease, and geological and environmental factors, as well as changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions.
Counterparty Risk. A counterparty to a financial instrument held by the Fund, or by a special purpose or structured vehicle invested in by the Fund, may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Credit Risk. An issuer of a security may fail to pay principal and interest in a timely manner, reducing the Fund’s total return.
Currency Risk. Fluctuations in exchange rates may adversely affect the market value of a Fund’s investments. Currency risk includes the risk that the currencies in which a Fund has taken a position, or in which a Fund’s investments are denominated, will decline in value. Some currencies are illiquid, and a Fund may not be able to convert them into U.S. dollars, or may only be able to do so at an unfavorable exchange rate. Currency trading involves significant risks, including market risk, interest rate risk, foreign investment risk, counterparty credit risk, and short sale risk.
Derivatives Risk. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative instruments may be less liquid than more traditional investments, and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most
58
in need of liquidating its derivative positions. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.
Duration Risk. A portfolio with a longer average portfolio duration may be more sensitive to interest rate changes. A heightened risk is posed by rising interest rates to a fund whose portfolios includes longer-term fixed income securities.
Emerging Markets Risk. The Fund may invest in countries with newly organized or less developed securities markets. There are typically greater risks involved in investing in emerging markets securities. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems tend to be less stable. There may also be less reliable or publicly available information about emerging markets due to non-uniform regulatory, auditing or financial recordkeeping standards (including material limits on PCAOB inspection, investigation, and enforcement), which could cause errors in the implementation of the Fund’s investment strategy. Emerging market economies may be based on only a few industries, therefore security issuers, including governments, may be more susceptible to economic weakness and more likely to default. Emerging market countries also may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights. The Fund’s performance may depend on issues other than those that affect U.S. companies and may be adversely affected by different rights and remedies associated with emerging market investments, or the lack thereof, compared to those associated with U.S. companies. Investments in emerging market countries may be affected by government policies that restrict foreign investment in certain issuers or industries.
Energy Sector Risk. Because of the Fund’s exposure to this sector, the performance of the Fund is tied closely to and affected by developments in the energy sector, such as the possibility that government regulation will negatively impact companies in this sector. Energy infrastructure entities are subject to the risks specific to the industry they serve.
Equity Security Risk. Equity securities, including common stocks, are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Exchange-Traded Funds (“ETFs”) Risk. The cost of investing in the Fund will be higher than the cost of investing directly in the ETFs in which it invests, and may be higher than other mutual funds that invest directly in stocks and bonds. Each ETF is subject to specific risks, depending on the nature of the ETF. Like an open-end investment company (mutual fund), the value of an ETF can fluctuate based on the prices of the securities owned by the ETF, and ETFs are also subject to the following additional risks: (i) the ETF’s market price may be less than its net asset value; (ii) an active market for the ETF may not develop; (iii) market trading in the ETF may be halted under certain circumstances; and (iv) the value of an ETF can fluctuate based on the prices of the securities held by the ETF.
59
Fixed-Income Risk. When the Fund invests in fixed-income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced or fluctuate more than other types of investments.
Foreign Exchanges Risk. A portion of the derivatives trades made by the Fund may take place on foreign markets. Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Foreign Investment Risk. Since the Fund’s investments may include foreign securities, the Fund is subject to risks beyond those associated with investing in domestic securities. The value of foreign securities is subject to currency fluctuations. Foreign companies are generally not subject to the same regulatory requirements of U.S. companies, thereby resulting in less publicly available information about these companies. In addition, foreign accounting, auditing and financial reporting standards generally differ from those applicable to U.S. companies.
Forward Contract Risk. Forward contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty and subject to counterparty default risk and liquidity risk. If a counterparty defaults and fails to deliver or settle a forward trade, replacing the transaction may be costly. Liquidity risk exists because no organized secondary market exists to trade or dispose of forward obligations.
Futures Contract Risk. The successful use of futures contracts draws upon the Sub-Advisor’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) investments in futures contracts involves leverage, which means a small percentage of assets in futures or forward contracts can have a disproportionately large impact on the Fund, and the Fund can lose more than the principal amount invested; (d) losses caused by unanticipated market movements, which are potentially unlimited; (e) the Sub-Advisor’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (f) the possibility that the counterparty will default in the performance of its obligations; and (g) if the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities at a time when it may be disadvantageous to do so.
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Interest Rate Risk. Changes in short-term market interest rates will directly affect the yield on the shares of the Fund whose investments are normally invested in floating rate debt. If short-term market interest rates fall, the yield on the Fund’s shares will also fall. Conversely, when short-term market interest rates increase, because of the lag between changes in such short-term rates and the resetting of the floating rates on the floating rate debt in the Fund’s portfolio, the impact of rising rates will be delayed to the extent of such lag. Rising interet rates pose a heightened risk to the Fund because its portfolio includes longer-term fixed income securities.
Large Capitalization Company Risk. The Fund may invest in large capitalization companies. The securities of such companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities and may be unable to attain high growth rates during periods of economic expansion.
Leverage Risk. Using derivatives like futures and options to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Management Risk. The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular stocks, options, or other securities or derivatives in which the Fund invests may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce the desired results.
Market Risk. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels, tariffs or trade wars, international conflicts, and political events affect the securities and derivatives markets.
Medium (Mid) Capitalization Stock Risk. The earnings and prospects of mid-capitalization companies are more volatile than larger companies, they may experience higher failure rates than larger companies and normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures.
Metals Sector Risk. The prices of precious metals and industrial metals operation companies are affected by the price of precious metals such as platinum, palladium and silver, as well as other metals prices and prevailing market conditions. These prices may be volatile, fluctuating substantially over short periods of time.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Sub-Advisor carry the risk that the ranking system, valuation results and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be suitable for the purpose intended. In addition, models may not perform as intended for many reasons, including errors, omissions, imperfections or malfunctions. Because the use of models are usually based on data supplied by third parties, the success of the Sub-Advisor’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly
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forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Non-diversification Risk.
Security Risk. The value of the Fund may decrease in response to the activities and financial prospects of an individual security or group of securities in the Fund’s portfolio.
Short Position Risk. The Fund will incur a loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which the Fund purchases an offsetting position. Short positions may be considered speculative transactions and involve special risks, including greater reliance on the ability to accurately anticipate the future value of a security or instrument. The Fund’s losses are potentially unlimited in a short position transaction.
Tax Risk. Certain of the Fund’s investment strategies, including transactions in futures, may be subject to special tax rules, the effect of which may have adverse tax consequences for the Fund. By investing in commodities indirectly through the Subsidiary, the Fund intends to obtain exposure to the commodities markets within the U.S. federal tax requirements that apply to the Fund. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments will be passed through to the Fund as ordinary income, which may be taxed at less favorable rates than capital gains. The Subsidiary declares and distributes a dividend to the Fund, no less than annually, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Internal Revenue Code of 1986, as amended, generated, or expected to be generated, by the Subsidiary’s investments during the fiscal year. If the Subsidiary were to fail to make sufficient dividend distributions to the Fund, all or a portion of the income from the Fund’s investment in the Subsidiary might not be qualifying income, and the Fund might not qualify as a regulated investment company for one or more years.
Turnover Risk. The Fund may have high portfolio turnover rates. Increased portfolio turnover causes the Fund to incur higher brokerage costs, which may adversely affect the Fund’s performance and may produce increased taxable distributions.
Underlying Fund Risk. Because the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying funds. By investing in underlying funds, you will bear not only your proportionate share of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its investment strategy, including liquidity risk and default risk on the assets held by the underlying fund.
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U.S. Government Obligations Risk. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government.
Volatility Risk. Significant short-term price movements could adversely impact the performance of the Fund.
Wholly-Owned Subsidiary Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the commodities risks associated with the Subsidiary’s investments in commodity-related instruments. Shareholders of the Fund are indirectly subject to the principal risks of the Subsidiary by virtue of the Fund’s investment in the Subsidiary. There can be no assurance that the Subsidiary’s investments will contribute to the Fund’s returns. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and could adversely affect the Fund, such as by reducing the Fund’s investment returns. The Fund and the Subsidiary are “commodity pools” under the U.S. Commodity Exchange Act, as amended, and the Advisor is a “commodity pool operator” registered with and regulated by the Commodity Futures Trading Commission (“CFTC”). As a result, additional CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to the Fund and the Subsidiary and subject each to CFTC penalties if reporting was found to be deficient.
Updated performance information and daily NAV is available at no cost by calling
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Catalyst/Aspect Enhanced Multi-Asset Fund Annual Total Returns
(for the years ended December 31)

During the period shown in the bar chart,
(for the period ended December 31, 2025)
| 1 Year | Since Inception ( | |
| Class A | ||
| Return After Taxes on Distributions | ||
| Return After Taxes on Distributions and Sale of Fund Shares | ||
| Class C | ||
| Class I | ||
| S&P 500 Index ( |
Advisor: Catalyst Capital Advisors LLC is the Fund’s investment advisor.
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Sub-Advisor: Aspect Capital Limited serves as the Fund’s sub-advisor.
Portfolio Managers: The Fund’s portfolio is managed by a team consisting of: Anthony Todd, Chief Executive Officer of Aspect Capital; Martin Lueck, Research Director and President of Aspect Capital; Christopher Reeve, Chief Investment Officer of Aspect Capital; and Max Xu, Director of Research & Portfolio Manager of Aspect Capital (collectively, the “Investment Committee”). Each member of the Investment Committee has been primarily and jointly responsible for the day-to-day management of the Fund since its inception in December 2023.
Purchase and Sale of Fund Shares: The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for tax-deferred plans, such as IRA and 401(k) accounts, and $100 for an automatic investment plan account. The minimum subsequent investment in each share class of the Fund is $50. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through a financial intermediary, to the Fund or the Transfer Agent, and will be paid by check, wire transfer or ACH.
Tax Information: Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates, unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. If you are investing through a tax-deferred plan, distributions may be taxable upon withdrawal from the plan.
Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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ADDITIONAL INFORMATION ABOUT THE FUNDS’ PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
INVESTMENT OBJECTIVES
The investment objective of each Fund is non-fundamental and may be changed by the Board of Trustees (“the Board”) without shareholder approval. If the Board decides to change a Fund’s investment objective or the Catalyst Nasdaq-100 Hedged Income Fund’s policy to invest at least 80% of its net assets, plus the amount of borrowings for investment purposes, in equity securities and derivative instruments that provide exposure to the NDX, shareholders will be given 60 days’ advance notice.
| Fund | Investment Objective |
| Catalyst Systematic Alpha Fund | The Fund’s investment objective is long-term capital appreciation. |
| Catalyst Systematic High Income Fund | The Fund’s investment objective is income and long-term capital appreciation. |
| Catalyst Buffered Shield Fund | The Fund’s investment objective is long-term capital appreciation. |
| Catalyst/Millburn Hedge Strategy Fund | The Fund’s investment objective is long-term capital appreciation. |
| Catalyst Nasdaq-100 Hedged Income Fund | The Fund’s investment objective is total return. |
| Catalyst/Aspect Enhanced Multi-Asset Fund | The Fund’s investment objective is long-term capital appreciation. |
PRINCIPAL INVESTMENT STRATEGIES
Each Fund’s main investment strategies are summarized in the Summary Section for the Fund and are the strategies that the Advisor and/or Sub-Advisor believe are most likely to be important in trying to achieve the Fund’s investment objective. You should note, however, that each Fund may use other non-principal investment strategies and invest in other securities not described in this prospectus, which are disclosed in detail in the Funds’ Statement of Additional Information (“SAI”). For a copy of the SAI, please call toll free at 1-866-447-4228 or visit the Funds’ website at www.CatalystMF.com.
Catalyst Systematic Alpha Fund
Under normal circumstances, the Fund seeks to provide a total return that exceeds the BNP Paribas Catalyst Systematic Alpha Index III (the “Benchmark”). The Fund seeks excess return, after the impact of fees and expenses, above the Benchmark through investing in (i) securities that provide exposure to the Benchmark (“Benchmark Component”), (ii) securities that provide exposure to strategies of similar nature to the Benchmark components, and (iii) fixed income securities, primarily high quality, short-term U.S. corporate bonds issued by publicly traded companies, including real estate investment trusts (“REITs”) and convertible bonds for collateral management purposes (the “Fixed Income Component”). The Fund generally seeks exposure to the Benchmark by investing in structured notes, non-exchange-traded total return swap contracts, futures contracts
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and/or forward contracts. These instruments generate returns that approximate the Benchmark’s returns, either in whole or through a combination of the Benchmark’s components, with some or all of the Benchmark exposure instruments being held through a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The swap contracts may use the Benchmark or a modified version of the Benchmark, one or more components of the Benchmark, or an unrelated index as the reference asset. The Advisor selects non-Benchmark linked instruments with returns that it believes are highly correlated to those of the Benchmark. BNP Paribas (“BNP”) is the index sponsor and index calculation agent.
Benchmark Component
The Advisor executes the Benchmark Component of the Fund’s strategy by investing in structured notes, swap contracts, futures contracts and/or forward contracts, with some or all of these instruments being held through the Subsidiary. The Benchmark is an absolute return, multi-risk premia index (i.e., a multi-risk factor index) that attempts to capture various sources of systematic risks in the capital markets, each a Quantitative Investment Strategy (“QIS”). Risk premia refers to sources of return derived by accepting risks beyond those inherent in traditional broad market exposures. Risk premia are considered the building blocks of many variable (i.e., non-linear) and hedged investment strategies. Risk premia strategies typically use publicly traded instruments, tend to have low correlation to equities and bonds, as well as to one another, and have historically had persistent returns over a variety of market environments and time periods. The multi-risk premia strategy Benchmark seeks absolute returns through risk-balanced exposures to carry, momentum and reversal risk premia across the equity, commodity, forex and fixed income markets and synthetically invests in the components of the eleven pre-existing BNP Paribas Risk Premia Indexes (identified in the table below and referred to collectively as the “Underlying Indexes”), which consist of futures contracts on equity indices, commodities, government bonds, and currency forwards. Certain Underlying Indexes may have significant exposure to particular countries or geographic regions and, as a result, the Fund may concentrate its investments in such geographic locations.
The Underlying Indexes are BNP Paribas Cross Asset Trend Allocator ER Index (aims to provide exposure to a diverse range of asset classes and geographic regions; these asset classes include equity, government bond, and commodity futures contracts, as well as forex forwards); BNP Paribas Commodity Daily Dynamic Alpha Curve ex-Agriculture and Livestock ER Index (aims to provide exposure to the outperformance of a basket of commodity indices that implement a rules-based “Enhanced Roll” strategy, which aims at enhancing the roll yield by adjusting the rolling strategy based on the shape of each commodity forward curve); BNP Paribas Commodity F3 PR Alpha ex-A&L ER Index (aims to provide exposure to the outperformance of a basket of futures contracts in order to monetize the carry differential on eleven commodity futures curves); BNP Paribas Commodity Time-Series Backwardation ex-AL Index (aims to capture the supply and demand imbalance associated with the shape of the commodity futures curve on thirteen commodity futures curves); BNP Paribas Dynamic Equity Reversal US LS USD Index (aims to provide synthetic exposure to the performance of a notional portfolio of shares, selected on a daily basis, seeking to capitalize on the tendency for shares in companies which have performed poorly during a given ranking period to yield higher performance returns in the near future relative to shares in companies which have performed strongly during the same ranking period); BNP Paribas Enhanced Kinetis Money Market Excess Return USD Index (aims to monetize trends and roll-
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down premium in short-term interest rates); BNP Paribas Equity US Rotation Index (aims to provide synthetic exposure to three equity futures contracts in the United States - S&P 500 Futures, Russell 2000 Futures and Nasdaq Futures); BNP Paribas FX Mean Reversion G10 Selection USD Index (aims to generate absolute returns by taking advantage of the historically observed propensity for FX rates of several G10 currency pairs to revert to their mean in the short-term); BNP Paribas GALAXY G10 Excess Return USD Index (aims to provide exposure to a strategy which replicates the systematic execution of carry trades, via one-month FX Forwards held to expiration, from a set of 10 currencies); BNP Paribas GALAXY World Excess Return USD Index (aims to provide exposure to a strategy which replicates the systematic execution of carry trades, via one-month FX Forwards held to expiration, from a set of 24 currencies); and BNP Paribas STEER G10 Series II Excess Return USD Index (aims to generate absolute returns by calculating a fair value for the level of FX based on observing the historical interactions between the level of FX spot and the levels of several market-based indicators).
| ● | Carry Risk Premium: Captures the tendency for higher yielding assets to outperform lower yielding assets over time. Typical Carry Risk Premium strategies include being long high carry assets and short low carry assets. |
| ● | Momentum Risk Premium: Captures the tendency for assets that have performed well in the recent past to continue to perform well, and assets that have performed poorly in the recent past to continue to perform poorly. Typical Momentum Risk Premium strategies include being long historically high performing assets and being short historically low performing assets. |
| ● | Reversal Risk Premium: Captures the behavioral tendency of markets to over exaggerate near-term market corrections. Typical Reversal Premium strategies include being long historically high performing assets and being short historically low performing assets over a short period of time. |
Mean reversion is the assumption that asset prices and historical returns eventually revert to their long-term mean or average level. Modern Portfolio Theory states that, given a desired level of risk, an investor can optimize the expected returns of a portfolio through diversification.
The Benchmark uses a rules-based, risk-budget model to dynamically allocate across the various Underlying Indexes and is constructed using a hypothetical portfolio comprised of the Underlying Indexes (the “Daily Portfolio”) based on each Underlying Index’s 252-day Historical Volatility, Volatility Budget, and current Daily Portfolio Value. The Benchmark’s exposure to each Underlying Index is determined daily and is greater than or equal to 0%, subject to the following Maximum Component Weightings or caps:
| BNP Paribas Index Component | Maximum Component Weighting |
| BNP Paribas Cross Asset Trend Allocator ER Index | 40% |
| BNP Paribas Commodity Daily Dynamic Alpha Curve ex-Agriculture and Livestock ER Index | 60% |
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| BNP Paribas Index Component | Maximum Component Weighting |
| BNP Paribas Equity US Rotation Index | 60% |
| BNP Paribas Commodity Time-Series Backwardation ex-AL Index | 50% |
| BNP Paribas Commodity F3 PR Alpha ex-A&L ER Index | 60% |
| BNP Paribas Dynamic Equity Reversal US LS USD Index | 20% |
| BNP Paribas GALAXY G10 Excess Return USD Index | 30% |
| BNP Paribas GALAXY World Excess Return USD Index | 20% |
| BNP Paribas FX Mean Reversion G10 Selection USD Index | 50% |
| BNP Paribas STEER G10 Series II Excess Return USD Index | 40% |
| BNP Paribas Enhanced Kinetis Money Market Excess Return USD Index | 30% |
The Benchmark assigns a higher weight to Underlying Indexes exhibiting near-term low volatility and a lower weight to Underlying Indexes exhibiting near-term high volatility in an attempt to maintain a balanced exposure to the risk in each Carry, Momentum, and Reversal Risk Premia. The Benchmark may rebalance its exposure to the Underlying Indexes as frequently as daily to quickly adapt to various market conditions and risk levels.
The Fund may invest in other QIS beyond or in addition to the Benchmark if, in the opinion of the Advisor, the QIS investments position the Fund to outperform the Benchmark over the long term.
Fixed Income Component
The Fund seeks excess return above the Benchmark through active management of a fixed income portfolio. The Fund’s fixed income portfolio invests primarily in short-term U.S. corporate bonds issued by publicly traded companies, including REITs. The Fund may invest in corporate bonds, including convertible bonds, of any credit quality (with ratings ranging from AAA to C by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization), effective maturity or modified duration, but intends to hold a majority of the portfolio in investment grade corporate bonds (rated BBB- or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization), with an average effective maturity of less than four years and an average duration of less than three and a half. Modified duration measures the change in the value of a bond in response to a 1% change in interest rates. The Fund will not purchase bonds that are in default.
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Duration is a measure of the expected life of a fixed income instrument that is used to determine the sensitivity of a security’s price to changes in interest rates. Modified duration is a measure of the change in the value of a bond in response to a 1% change in interest rates. Effective duration is a measure of the Fund’s portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. The more sensitive a security is to changes in interest rates, the higher its volatility risk. For example, if a bond has a duration of 5 years, a 1% rise in rates would result in a 5% decline in share price. If a bond has a duration of 10 years, a 1% rise in interest rates would result in a 10% decline in share price.
The Advisor uses quantitative and qualitative screening processes to select bonds for investment by the Fund. The Advisor’s quantitative screen focuses on credit metrics, including total leverage ratio (total debt/earnings before interest, taxes, depreciation and amortization (“EBITDA”)), EBITDA interest coverage ratio (EBITDA/interest expense), and cash ratio (cash and equivalents/current liabilities). The Advisor’s qualitative review involves an analysis of company fundamentals, including business model, competitive advantages, cyclicality of the underlying industry, and addressable market opportunity. The Advisor generally sells bonds if the Advisor believes the bonds no longer offer favorable risk-adjusted return potential.
Subsidiary
The Fund executes a portion of its strategy by investing up to 25% of its total assets in a wholly-owned and controlled Subsidiary. The Subsidiary invests the majority of its assets in structured notes, swap contracts, future contracts and/or forward contracts that seek to track the Benchmark, subject to the same investment restrictions as the Fund, when viewed on a consolidated basis. The principal investment strategies and principal investment risks of the Subsidiary are also principal investment strategies and principal risks of the Fund, and are reflected in this Prospectus. The financial statements of the Subsidiary are consolidated with those of the Fund. By investing in commodities indirectly through the Subsidiary, the Fund obtains exposure to the commodities markets within the federal tax requirements that apply to the Fund. Specifically, the Subsidiary provides the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Subchapter M requires, among other things, that at least 90% of the Fund’s income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). The Fund makes investments in certain commodity-linked derivatives through the Subsidiary because income from these derivatives is not treated as “qualifying income” for purposes of the 90% income requirement if the Fund invests in the derivative directly.
The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from the Fund’s investment in a wholly-owned foreign subsidiary will constitute “qualifying income” for purposes of Subchapter M. The Fund does not have a private letter ruling. To satisfy the 90% income requirement, the Subsidiary declares and distributes a dividend to the Fund, no less than annually, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Code) generated, or expected to be generated, by the Subsidiary’s investments during the fiscal year. Such dividend distributions are “qualifying income” pursuant to Subchapter M (Section 851(b)) of the Code.
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Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
The Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund. The Fund complies with the provisions of the 1940 Act governing investment policies, capital structure and leverage on an aggregate basis with the Subsidiary. In addition, the Subsidiary complies with the provisions of the 1940 Act relating to affiliated transactions and custody. The Fund’s custodian also serves as the custodian to the Subsidiary.
The investment advisor to the Subsidiary also complies with the provisions of the 1940 Act regarding investment advisory contracts and is considered to be an investment advisor to the Fund under the 1940 Act. Other than the Subsidiary, the Fund has not created or acquired primary control of any entity which primarily engages in investment activities in securities or other assets, nor does it intend to do so.
Catalyst Systematic High Income Fund
The Fund seeks to achieve its investment objective by implementing options strategies on the Standard & Poor’s 500 Index (“S&P 500”), futures contracts on the S&P 500, or similar U.S. stock indexes or their futures contracts, and/or their underlying constituents. Options strategies may include buying and selling options, buying and selling option spreads, and writing covered call options. The Fund also invests collateral in excess of that needed for investing in option strategies in primarily high quality, short-term income-producing securities and cash and cash equivalents, including treasury securities and money market funds.
The Fund may invest in one or more non-exchange-traded total return swap contracts and/or one or more structured notes to gain exposure to some or all of the options strategies. These instruments can provide exposure to a basket of options strategies, including option writing and various options spreads. An option spread is a strategy where the Fund buys two different options on an underlying instrument, such as the S&P 500, but with different prices or expirations, in order to hedge against declines in the value of the options. The options strategies are generally designed to take advantage of certain inefficiencies in the market and typically have a positive carry expectation (i.e., a positive net income expectation from putting on the options positions). The options strategies may implement risk mitigation techniques, including intraday delta hedging, which is a risk management strategy intended to reduce market exposure from written options by establishing offsetting positions in the underlying asset or related instruments. These types of options strategies may also be implemented directly without the use of a total return swap and/or structured note.
The Fund may also implement covered call strategies, in which the Fund sells call options on securities it holds to generate premium income and provide partial downside protection. The covered call writing may be implemented directly or included within the basket of options strategies implemented via total return swap contracts and/or structured notes. To the extent the Fund utilizes covered calls, the Fund intends to write covered call options on stock indexes such as the S&P 500 or on individual large-capitalization stocks. A covered call option is an investment
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strategy where the Fund sells call options on securities it already owns, aiming to generate extra income while potentially limiting upside gains if the security’s price rises above the option’s strike price.
The Fund also invests in income-producing securities and cash and cash equivalents, some or all of which may serve as margin or collateral for the Fund’s options exposures. The income-producing securities in which the Fund may invest include short-term U.S. corporate bonds (including convertible bonds) and REITs. The Fund may invest in corporate bonds of any credit quality (including “junk” bonds), effective maturity or average modified duration; however, under normal circumstances, the Fund intends to hold a majority of its portfolio in investment grade corporate bonds (i.e., those rated BBB or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization). Modified duration measures the change in the value of a bond in response to a 1% change in interest rates.
The Advisor generally intends to hold such bonds to maturity, but may sell any such security if the Advisor believes that the securities no longer offer compelling risk-adjusted return potential.
Distribution Policy and Goals
The Fund’s distribution policy is to make twelve monthly distributions to shareholders. All income will be distributed monthly regardless of whether such income will be treated as a return of capital.
The Fund generally distributes to shareholders substantially all of its net income (for example, interest and dividends) monthly, as well as substantially all of its net capital gains (that is, long-term capital gains from the sale of portfolio securities and short-term capital gains from both the sale of portfolio securities and option premium earned) annually. In addition, pursuant to its distribution policy, the Fund may make distributions that are treated as a return of capital. Return of capital is the portion of a distribution that is the return of your original investment dollars in the Fund. A return of capital is not taxable to a shareholder unless it exceeds a shareholder’s tax basis in the shares.
Returns of capital reduce a shareholder’s tax cost (or “tax basis”). Once a shareholder’s tax basis is reduced to zero, any further return of capital would be taxable. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital (i.e. from your original investment). Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. As required under the 1940 Act, the Fund will provide a notice to shareholders at the time of distribution when such distribution does not consist solely of net income. Additionally, each distribution payment will be accompanied by a written statement which discloses the estimated source or sources of each distribution. The IRS requires you to report these amounts, excluding returns of capital, on your income tax return for the year declared. The Fund will provide disclosures, with each monthly distribution, that estimate the percentages of the current and year-to-date distributions that represent (1) net investment income, (2) capital gains, and (3) return of capital. At the end of the year, the Fund may be required under applicable law to re-characterize distributions made previously during that year among (1) ordinary income, (2) capital gains, and (3) return of capital
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for tax purposes. An additional distribution may be made in December, and other additional distributions may be made with respect to a particular fiscal year in order to comply with applicable law. Distributions declared in December, if paid to shareholders by the end of January, are treated for federal income tax purposes as if received in December.
Catalyst Buffered Shield Fund
Under normal market conditions, the Fund seeks to achieve its investment objective by investing in put and call options on ETFs that track the Index ETFs, and in fixed income securities. At time of purchase, the equity options component’s target allocation is between 0.5% and 7.5%, while the fixed income component’s target allocation is between 92.5% and 99.5%. The equity options component is designed to provide 100% notional exposure to the S&P 500 Index (the “Index”), with a level of hedge on the downside and participation on the upside to a certain cap. Using a combination of put and call options on Index ETF’s, the Sub-Advisor initially executes the equity options strategy by seeking to provide an investment vehicle that limits losses to 12.5% when the Index declines in value, and to participate in increases in the Index up to approximately 15%. As the Index increases, the strategy seeks to increase the level of hedge on the downside and the cap on the upside by rebalancing or rolling the call and put strike levels in a given maturity to higher strike levels. By rebalancing, the strategy seeks to optimize risk / reward by lowering downside risk (through buying higher strike puts) and increasing upside potential (through selling higher strike calls), thus converting a hard cap to a soft cap. There may be times that the Sub-Advisor determines not to implement the Fund’s hedging strategy.
The fixed income component is designed to return a yield that is used to assist in purchasing the equity options component. The equity options strategy is intended to provide investment returns that are correlated with, but less volatile than, those of the Index. Although the option strategy includes a leverage component, the strategy also limits the Fund’s participation in Index gains. The Fund seeks to diversify timing of option purchases and sales with the goal of further lowering the strategy’s volatility and the risk associated with having too much exposure to a single option strike level.
Equity Options Component
The equity options strategy consists of exchange traded equity options. Options selected for the equity options component generally have a duration of approximately one year.
Put Options Sub-Component
Put options allow the purchaser, for a premium, to “put” a security to the seller of the option at a strike price. Put options are selected for the Fund to target participation in the Index if the Index decreases down to a maximum floor of 12.5% by selecting a short put whose strike price equals the current value of the Index and a long put whose strike price is below the current value of the Index. The Fund’s purchases and sales of put options result in “put spreads,” which are intended to allow the Fund to mitigate losses in the equity options component when the Index declines by more than 12.5% during the terms of the put spreads. The put spreads do not guard the Fund against Index losses in the equity options component of less than 12.5%, and only seeks to guard against such losses during the terms of the put spreads. All other losses in the equity options component
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will be borne by the Fund and shareholders. There is no guarantee that the put spreads will limit the losses in the equity options component to 12.5%. Put options do not protect against losses in the fixed income component of the Fund’s strategy.
Put Options Generally
Put options allow the purchaser, for a premium, to “put” a security to the seller of the option at a strike price. Normally, a buyer puts a security to the option seller at the strike price when the security’s market price falls below the strike price.
Call Options Sub-Component
Call options allow the purchaser, for a premium, to “call” away a security from the seller of the option at a particular price, called the “strike price.” Normally, a buyer calls away a security at the strike price if the security’s market price is greater than the strike price. The call options are selected to target participation in the Index if the Index increases up to a maximum cap by selecting a long call whose strike price equals the current value of the Index and a short call whose strike price is above the current value of the Index. In this way, the Fund seeks to participate with the market up to the maximum cap. The Fund’s purchases and sales of call options result in “call spreads,” which are intended to allow the Fund to participate in increases in the Index up to approximately 15% during the terms of the call spreads.
Call Options Generally
Call options allow the purchaser, for a premium, to “call” away a security from the seller of the option at a particular price, called the “strike price.” Normally, a buyer calls away a security at the strike price if the market price is greater than the strike price.
The objective of the call options is to provide market participation up to the maximum cap while the objective of the put options is to provide a floor to negative performance and thereby limit exposure in a materially bearish environment. However, there is no guarantee that put and call options will limit the Fund’s losses in the equity options component.
Fixed Income Component
The fixed income component of the Fund’s portfolio consists of domestic short to medium term (5 years or less), investment grade, fixed coupon, senior or subordinated corporate bonds, and government securities with a typical maturity of 5 years or less, or ETFs that invest primarily in such securities. The Fund typically invests primarily in corporate debt. Fixed income securities are selected by identifying the highest yielding securities among a peer group with similar credit quality and maturity, while also ensuring portfolio diversification in terms of credit rating and industry. The Sub-Advisor may sell a fixed income security if a more attractive fixed income security becomes available.
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Although the Fund’s strategy seeks to provide protection for large losses in the equity portion of the portfolio, an investor can still lose money on the fixed income portion such that the total loss in the portfolio as a whole could be more than the targeted 12.5%.
The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s performance.
Catalyst/Millburn Hedge Strategy Fund
The Fund seeks to achieve its investment objective by investing in a portfolio comprised of (i) futures contracts, forward and spot contracts, and/or options on futures contracts, or swaps on the preceding or baskets of the preceding, on or related to the following sectors: currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities (the “Futures Component”), and (ii) equity ETFs, currently implemented via a portfolio of ETFs, but may also be implemented and/or augmented by single-name or baskets of equity securities, and common stocks (the “Equity Component”), intended to capitalize on the non-correlated, long term historical performance of the equities and managed futures asset classes. The Fund also holds a large portion of its assets in cash, money market mutual funds, U.S. Treasury Securities, and other cash equivalents, some or all of which will serve as margin or collateral for the Fund’s investments.
Futures Component
The Futures Component of the Fund’s portfolio may hold long and short positions on futures contracts, forward and spot contracts and options on futures contracts and indices, or swaps on or baskets of the preceding holdings, and maintains cash and cash equivalents to be utilized as margin or collateral. The Fund invests 30% to 70% of its assets in the Futures Component. The Futures Component of the Fund’s assets are allocated among various asset classes, including equity, fixed income, commodities and currencies. Investments may be made in domestic and foreign markets, including emerging markets. Investment in these instruments may be made by the Fund directly or indirectly by investing through its Subsidiary (as described below).
The Sub-Advisor utilizes a set of proprietary trading systems developed by the Sub-Advisor to determine the Fund’s asset allocations. The trading systems generate buy or sell decisions in a particular market based on the analysis of technical market information (such as price, liquidity, and transaction costs) and/or non-price economic variables (such as economic statistics, interest rates, and supply/demand measures). The trading systems analyze these factors over a broad time spectrum which may range from several minutes to multiple years. The Sub-Advisor analyzes a number of additional factors in determining how the markets traded are allocated in the portfolio, including, but not limited to: profitability of an asset class or market; liquidity of a particular market; professional judgement; desired diversification among markets and asset classes; transaction costs; exchange regulations; and depth of market. Decisions whether to trade a particular market require the exercise of judgment. The decision not to trade certain markets for certain periods, or to reduce the size of a position in a particular market, may at times result in missing significant profit opportunities. The allocations are reviewed at least monthly, although changes may occur more or less frequently. In addition, the Sub-Advisor is engaged in an ongoing research effort to improve its trading methods and to apply its quantitative analytic expertise to new financial products.
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Equity Component
The Equity Component is intended to provide the Fund’s portfolio with long-term, strategic exposure to a number of U.S. and international liquid equity securities. The companies and/or the ETFs held by the Fund may be of any market capitalization, sector and geographic location (including emerging markets). The Fund invests 30% to 70% of its assets in the Equity Component. The Fund’s Equity Component investments are taken on a relatively passive, long-only, “buy-and-hold” basis.
The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s performance.
Investments in Subsidiary
The Fund executes a portion of its strategy by investing up to 25% of its total assets in a wholly-owned and controlled Subsidiary. The Subsidiary invests the majority of its assets in commodities and other futures contracts and derivatives subject to the same investment restrictions as the Fund, when viewed on a consolidated basis. The principal investment strategies and principal investment risks of the Subsidiary are also principal investment strategies and principal risks of the Fund, and are reflected in this Prospectus. The financial statements of the Subsidiary are consolidated with those of the Fund. By investing in commodities indirectly through the Subsidiary, the Fund obtains exposure to the commodities markets within the federal tax requirements that apply to the Fund. Specifically, the Subsidiary provides the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Code. Sub-chapter M requires, among other things, that at least 90% of the Fund’s income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). The Fund makes investments in certain commodity-linked derivatives through the Subsidiary because income from these derivatives is not treated as “qualifying income” for purposes of the 90% income requirement if the Fund invests in the derivative directly.
The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from the Fund’s investment in a wholly-owned foreign subsidiary will constitute “qualifying income” for purposes of Subchapter M. The Fund does not have a private letter ruling. To satisfy the 90% income requirement, the Subsidiary declares and distributes a dividend to the Fund, no less than annually, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Code) generated, or expected to be generated, by the Subsidiary’s investments during the fiscal year. Such dividend distributions are “qualifying income” pursuant to Subchapter M (Section 851(b)) of the Code.
Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary.
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The Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund. The Fund complies with the provisions of the 1940 Act governing investment policies, capital structure and leverage on an aggregate basis with the Subsidiary. In addition, the Subsidiary complies with the provisions of the 1940 Act relating to affiliated transactions and custody. The Fund’s custodian also serves as the custodian to the Subsidiary.
Investment advisers to the Subsidiary also comply with the provisions of the 1940 Act regarding investment advisory contracts and are considered to be investment advisers to the Fund under the 1940 Act. Other than the Subsidiary, the Fund has not created or acquired primary control of any entity which primarily engages in investment activities in securities or other assets, nor does it intend to do so.
Catalyst Nasdaq-100 Hedged Income Fund
Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities and derivative instruments that provide exposure to the NDX. The Fund may obtain its NDX exposure through: (i) direct holdings of common stocks comprising the NDX (using a replication or near-replication methodology); (ii) ETFs and/or ETN that track the NDX; and (iii) long options, call spreads, or option combinations on the NDX and/or CME E-mini Nasdaq-100 futures contracts (including long-dated options with maturities up to one year or more) to capture equity upside and long market exposure. The Fund may also hold cash, cash equivalents, and short-term U.S. Treasury obligations as collateral for certain of its derivative positions. For purposes of determining compliance with the Fund’s 80% investment policy, derivatives are valued at their notional amount. The NDX is a large-capitalization growth index comprised of the 100 largest domestic and international non-financial companies listed on the Nasdaq Stock Market based on market capitalization.
The Fund employs a written call option overlay to implement a hedged equity strategy and to generate cash flow and manage portfolio risk. The Fund seeks income by writing (selling) call options on the NDX or investments with exposure to the NDX, including Cboe NDX and Micro NDX, and on futures contracts, including CME E-mini NDX futures contracts. The call options written by the Fund generally have short-dated maturities of approximately two weeks (but can be longer if necessary, as long as they remain covered calls) and are typically systematically rolled to generate cash flow from option premiums.
The premiums received from writing call options supplement the returns of the Fund’s equity holdings. In exchange for the premiums received from writing a call option, the Fund agrees to sell the underlying asset at a certain fixed price (the strike price). The Fund’s gain is limited to the strike price. If the underlying asset appreciates in value above the strike price, the Fund gets no benefit. This loss of upside opportunity may be offset in whole or in part by any long equity, futures, or option positions held by the Fund.
The Sub-Advisor dynamically manages the overall portfolio exposure and option overlay to seek current income and participate in equity market gains. The premiums received from selling call options may partially offset any declines in the Fund’s equity holdings, but the Fund’s equity market losses may exceed the premiums received.
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Distribution Policy and Goals:
The Fund’s distribution policy is to make monthly distributions to shareholders. All income is distributed monthly regardless of whether such income is treated as a return of capital.
The Fund generally distributes to shareholders substantially all of its net income (for example, interest and dividends), as well as substantially all of its net capital gains (that is, long-term capital gains from the sale of portfolio securities and short-term capital gains from both the sale of portfolio securities and option premium earned). In addition, pursuant to its distribution policy, the Fund may make distributions that are treated as a return of capital. Return of capital is the portion of a distribution that is the return of your original investment dollars in the Fund. A return of capital is not taxable to a shareholder, unless it exceeds a shareholder’s tax basis in the shares.
Returns of capital reduce a shareholder’s tax cost (or “tax basis”). Once a shareholder’s tax basis is reduced to zero, any further return of capital would be taxable. Shareholders receiving periodic payments from the Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital (i.e., from your original investment). Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. As required under the 1940 Act, the Fund will provide a notice to shareholders at the time of distribution when such distribution does not consist solely of net income. Additionally, each distribution payment will be accompanied by a written statement which discloses the source or sources of each distribution. The IRS requires you to report these amounts, excluding returns of capital, on your income tax return for the year declared. The Fund provides disclosures, with each monthly distribution, that estimate the percentages of the current and year-to-date distributions that represent (1) net investment income, (2) capital gains, and (3) return of capital. At the end of the year, the Fund may be required under applicable law to re-characterize distributions made previously during that year among (1) ordinary income, (2) capital gains and, (3) return of capital for tax purposes. An additional distribution may be made in December, and other additional distributions may be made with respect to a particular fiscal year in order to comply with applicable law. Distributions declared in December, if paid to shareholders by the end of January, are treated for federal income tax purposes as if received in December.
Catalyst/Aspect Enhanced Multi-Asset Fund
The Fund seeks to achieve its investment objective by investing in a portfolio composed of two components: (i) a “Managed Futures Component” consisting of global financial and commodity futures, currency forwards and other derivative contracts on or related to sectors or assets classes, including currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities, and (ii) a “60/40 Component” consisting of a portfolio investing in U.S. equity and U.S. fixed income markets through financial futures and U.S. bond ETFs. The Fund intends to harness the low long-term overall correlation between managed futures strategies and traditional stock and bond portfolios, and to capitalize on the negative correlation during periods of sustained equity market stress. The Fund expects to allocate between 5%-40% of its assets in the Managed Futures Component and between 40%-60% of its assets in the 60/40 Component. The Fund also
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holds the balance of its assets in cash, money market mutual funds, U.S. Treasury Securities, and other cash equivalents, some or all of which will serve as margin or collateral for the Fund’s investments.
Managed Futures Component
The Managed Futures Component of the Fund’s portfolio may hold long and short positions in futures, forwards and other derivative contracts, and maintains cash and cash equivalents to be utilized as margin. The Managed Futures Component of the Fund’s assets are allocated among various sectors or asset classes, including currencies, interest rate instruments, stock indices, metals, energy and agricultural commodities. Investments may be made in domestic and foreign markets, including emerging markets. Investment in these instruments may be made by the Fund directly or indirectly by investing through its Subsidiary (as described below).
The Advisor has engaged the Sub-Advisor to manage the Fund’s portfolio. In managing the Managed Futures Component, the Sub-Advisor utilizes a set of proprietary trading systems, developed by the Sub-Advisor, to determine the Fund’s asset allocations. A quantitative process is used to collect, process and analyze market price data in order to determine the direction and strength of the trend opportunities in each sector or asset class of the component, and determine buy or sell decisions accordingly. Trend opportunities, or momentum investing, is a strategy in which the Fud buys securities that demonstrate an upward price trend and sells them when they demonstrate a downward price trend. The process used is similar across all sectors and contracts, based on the Sub-Advisor’s belief in diversification and with the aim of avoiding over-optimization and/or over-fitting of the model to individual market idiosyncrasies or to the recent past. The quantitative process seeks to harvest opportunities over various timescales, from a small number of days to six months or more. By maintaining a comparatively small exposure to any individual contract, the strategy seeks to achieve true sector and contract diversification, thereby allowing a wide range of opportunities to be captured and maximizing expected long-term, risk-adjusted returns.
The Fund actively trades this component of the Fund’s portfolio, which may lead to higher transaction costs that may offset Fund performance.
60/40 Component
The 60/40 Component is intended to provide the Fund’s portfolio with long-term, strategic broad-based exposure to liquid U.S. equity and U.S. fixed income securities, similar to that of a traditionally weighted U.S. investment portfolio. The Sub-Advisor aims to allocate approximately 60% of the component’s assets to U.S. equity markets through investment in S&P 500 futures contracts and approximately 40% of the component’s assets to U.S. bond markets through investing in various futures contracts and/or U.S. bond ETFs. The Fund’s 60/40 Component investments are taken on a relatively passive, long-only, “buy-and-hold” basis. With respect to the 60/40 Component’s 40% allocation to the U.S. bond markets, the Fund may invest in ETFs that hold securities of any maturity or duration and intends to hold a majority of the portfolio in investment grade corporate bonds (rated BBB or higher by S&P Global Ratings, or the equivalent by another nationally recognized statistical ratings organization). Duration is a measure used to
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determine the sensitivity of a security’s price changes in interest rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. The more sensitive a security is to changes in interest rates, the higher its volatility risk. For example, if a bond has a duration of 5 years, a 1% rise in rates would result in a 5% decline in share price. If a bond has a duration of 10 years, a 1% rise in interest rates would result in a 10% decline in share price.
The Fund is classified as “non-diversified” for purposes of the 1940 Act, which means that it is not limited by the 1940 Act with regard to the portion of its assets that may be invested in the securities of a single issuer.
Investments in Subsidiary
The Fund executes a portion of its strategy by investing up to 25% of its total assets in a wholly owned and controlled Subsidiary. The Subsidiary invests the majority of its assets in commodities futures and other derivative contracts subject to the same investment restrictions as the Fund, when viewed on a consolidated basis. The principal investment strategies and principal investment risks of the Subsidiary are also principal investment strategies and principal risks of the Fund and are reflected in this Prospectus. The financial statements of the Subsidiary are consolidated with those of the Fund. By investing in commodities indirectly through the Subsidiary, the Fund obtains exposure to the commodities markets within the federal tax requirements that apply to the Fund. Specifically, the Subsidiary provides the Fund with exposure to the commodities markets within the limitations of the federal tax requirements of Subchapter M of the Code. Subchapter M requires, among other things, that at least 90% of the Fund’s income be derived from securities, or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). The Fund makes investments in certain commodity-linked derivatives through the Subsidiary because income from these derivatives is not treated as “qualifying income” for purposes of the 90% income requirement if the Fund invests in the derivative directly.
The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Fund), which indicate that certain income from the Fund’s investment in a wholly-owned foreign subsidiary will constitute “qualifying income” for purposes of Subchapter M. The Fund does not have a private letter ruling. To satisfy the 90% income requirement, the Subsidiary declares and distributes a dividend to the Fund, no less than annually, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Code) generated, or expected to be generated, by the Subsidiary’s investments during the fiscal year. Such dividend distributions are “qualifying income” pursuant to Subchapter M (Section 851(b)) of the Code.
Because the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiary. For that reason, references to the Fund may also include the Subsidiary. The Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund. The Fund complies with the provisions of the 1940 Act governing investment policies, capital structure, and leverage on an aggregate basis with the Subsidiary. In addition, the Subsidiary complies with the
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provisions of the 1940 Act relating to affiliated transactions and custody. The Fund’s custodian also serves as the custodian to the Subsidiary.
The investment advisor to the Subsidiary also complies with the provisions of the 1940 Act regarding investment advisory contracts, and is considered to be an investment advisor to the Fund under the 1940 Act. Other than the Subsidiary, the Fund has not created or acquired primary control of any entity which primarily engages in investment activities in securities or other assets, nor does it intend to do so.
Temporary Defensive Positions
From time to time, each Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. For example, the Funds may hold all or a portion of their respective assets in money market instruments, including cash, cash equivalents, U.S. government securities, other investment grade fixed income securities, certificates of deposit, bankers acceptances, commercial paper, money market funds, and repurchase agreements. While a Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. If a Fund invests in a money market fund, the shareholders of the Fund generally will be subject to duplicative advisory fees. Although a Fund would do this only in seeking to avoid losses, the Fund will be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market.
Manager-of-Managers Order
The Trust and the Advisor obtained an exemptive order (the “Order”) from the SEC that permits the Advisor, with the Board approval, to enter into sub-advisory agreements with one or more sub-advisors without obtaining shareholder approval. The Order permits the Advisor, subject to the approval of the Board, to replace sub-advisers or amend sub-advisory agreements, including fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit the Fund and its shareholders.
NON-PRINCIPAL INVESTMENT STRATEGY
In addition to the principal investment strategies discussed above, the Funds may invest in other registered and unregistered investment companies, including affiliated funds of the Advisor and sub-advisors.
PRINCIPAL AND NON-PRINCIPAL INVESTMENT RISKS
All mutual funds carry a certain amount of risk. As with any mutual fund, there is no guarantee that a Fund will achieve its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its investment objective and will lose money. Each Fund’s net asset value and returns will vary and you could lose money on your investment in the Fund, and those losses could be significant. An investment in the Fund is not a complete investment program.
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The table below identifies each Fund’s principal risks and non-principal risks.
Key:
Principal Risk: ●
Non-Principal Risk: ○
Not Applicable: n/a
|
Systematic Fund |
Systematic Fund |
Buffered Fund |
Millburn Fund |
Nasdaq-100 Fund |
Aspect Enhanced Multi- Asset Fund | |
| Actively Managed Fund Risk | ● | ○ | ○ | ○ | ○ | ○ |
| ADR Currency Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| ADRs Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Affiliated Investment Company Risk |
○ |
○ |
○ |
○ |
○ | ○ |
| Agricultural Sector Risk | ○ | ○ | ○ | ● | ○ | ● |
| Allocation Risk | ○ | ○ | ○ | ● | ○ | ● |
| Asset-Backed and Mortgage Backed Security Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Bank Loans Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Basic Materials Industry Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Business Development Companies (“BDC”) Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Call Options Risk | ○ | ● | ● | ○ | ● | ○ |
| Capacity Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Cash and Cash Equivalents Risk | ○ | ● | ○ | ● | ● | ● |
| CDOs and CLOs Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Collateralized Bond Obligation Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Commodity Broker Sector Risk | n/a | n/a | n/a | n/a | n/a | ○ |
| Commodity Risk | ● | ○ | ○ | ● | ○ | ● |
| Conflict of Interest – Advisor/Sub-Advisors Risk | n/a | n/a | ○ | ○ | ○ | ○ |
| Conflict of Interest – Portfolio Manager Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Convertible Securities Risk | ● | ● | ○ | ○ | ○ | ○ |
| Counterparty Risk | ● | ● | ● | ● | ● | ● |
| Credit Risk | ● | ● | ● | ○ | ○ | ● |
| Credit Risk (for Floating Rate Loans) | ○ | ○ | ○ | ○ | ○ | ○ |
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|
Systematic Fund |
Systematic Fund |
Buffered Fund |
Millburn Fund |
Nasdaq-100 Fund |
Aspect Enhanced Multi- Asset Fund | |
| Credit Default Swap Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Currency Risk | ● | ○ | ○ | ● | ○ | ● |
| Debt Securities Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Derivatives Risk | ● | ● | ● | ● | ● | ● |
| Distribution Policy Risk | n/a | ● | n/a | n/a | ● | n/a |
| Dividend Yield Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Duration Risk | ● | ○ | ○ | ○ | ○ | ● |
| Emerging Markets Risk |
○ |
○ | ○ | ● | ○ | ● |
| Energy Sector Risk | ○ | ○ | ○ | ● | ○ | ● |
| Equity Options Strategy Risk | ○ | ○ | ● | ○ | ○ | ○ |
| Equity Security Risk | ● | ● | ● | ● | ● | ● |
| Exchange Traded Funds (“ETFs”) Risk | ○ | ○ | ● | ● | ● | ● |
| Exchange Traded Notes (“ETNs”) Risk | ○ | ○ | ○ | ○ | ● | ○ |
| Farmland Sector Risk | n/a | n/a | n/a | n/a | ○ | ○ |
| Financials Sector Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Fixed Income Risk | ● | ● | ● | ● | ○ | ● |
| Foreign Currency Forward Contract Risk | ○ | ○ | ○ | ● | ○ | ○ |
| Foreign Exchanges Risk | ○ | ○ | ○ | ● | ○ | ● |
| Foreign Investment Risk | ○ | ○ | ○ | ● | ● | ● |
| Forward Contract Risk | ● | ○ | ○ | ● | ○ | ● |
| Futures Contract Risk | ● | ○ | ○ | ● | ● | ● |
| Geographic Concentration Risk | ● | ○ | ○ | ○ | ○ | ○ |
| Growth Stock Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Hedging Risk | ○ | ● | ● | ○ | ● | ○ |
| Index Risk | ○ | ● | ● | ○ | ● | ○ |
| Inflation-Indexed Bond Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Inflation Protected Securities Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Infrastructure Sector Risk | n/a | ○ | n/a | n/a | ○ | ○ |
| Interest Rate Risk | ● | ● | ● | ● | ○ | ● |
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|
Systematic Fund |
Systematic Fund |
Buffered Fund |
Millburn Fund |
Nasdaq-100 Fund |
Aspect Enhanced Multi- Asset Fund | |
| Interest Rate Risk (for Floating Rate Loans) | ○ | ○ | ○ | ○ | ○ | ○ |
| Inverse ETF Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Issuer Specific Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Junk Bond Risk | ● | ● | ○ | ○ | ○ | ○ |
| Large Capitalization Company Risk | ○ | ● | ● | ○ | ● | ● |
| Leverage Risk | ● | ● | ● | ● | ● | ● |
| Leveraged ETF Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Liquidity Risk | ● | ● | ● | ● | ● | ○ |
| Litigation Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Loan Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Machinery and Electrical Equipment Industry Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Managed Volatility Risk | ○ | ○ | ● | ○ | ○ | ○ |
| Management Risk | ● | ● | ● | ● | ● | ● |
| Market Risk | ● | ● | ● | ● | ● | ● |
| Market Volatility-Linked ETFs Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Medium (Mid) Capitalization Company Risk | ○ | ○ | ○ | ○ | ○ | ● |
| Metals Sector Risk | ○ | ○ | ○ | ● | ○ | ● |
| Micro Capitalization Company Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| MLP and MLP-Related Securities Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Model and Data Risk | ● | ● | ○ | ● | ● | ● |
| Mortgage REITs Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Municipal Bond Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Natural Resources Sector Risk | n/a | ○ | n/a | n/a | ○ | ○ |
| Non-diversification Risk | n/a | n/a | n/a | n/a | n/a | ● |
| Options Market Risk | ○ | ● | ● | ● | ● | ○ |
| Options Risk | ○ | ● | ● | ● | ● | ○ |
| Over-the-Counter (“OTC”) Trading Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Preferred Stock Risk | ○ | ○ | ○ | ○ | ○ | ○ |
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|
Systematic Fund |
Systematic Fund |
Buffered Fund |
Millburn Fund |
Nasdaq-100 Fund |
Aspect Enhanced Multi- Asset Fund | |
| Prepayment Risk and Extension Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Real Estate and REIT Risk | ● | ● | ○ | ○ | ○ | ○ |
| Regulatory Risk | ○ | ● | ○ | ● | ○ | ○ |
| Renewable Energy Sector Risk | n/a | ○ | n/a | n/a | ○ | ○ |
| Repurchase and Reverse Repurchase Agreements Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Restricted Securities Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Risk Management Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Sector Exposure Risk | ○ | ○ | ○ | ○ | ● | ○ |
| Security Risk | ● | ○ | ○ | ○ | ○ | ● |
| Short Position Risk | ○ | ○ | ● | ● | ○ | ● |
| Short Selling Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Small Capitalization Company Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Sovereign Debt Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Structured Note Risk | ● | ● | ○ | ○ | ○ | ○ |
| Sub-Prime Mortgage Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Swaps Risk | ● | ● | ○ | ● | ○ | ○ |
| Tax Risk | ● | n/a | n/a | ● | n/a | ● |
| Technology Sector Risk | ○ | ○ | ○ | ○ | ● | ○ |
| Timber and Forestry Sector Risk | n/a | ○ | n/a | n/a | ○ | ○ |
| Tracking Risk of ETFs | ○ | ○ | ○ | ○ | ○ | ○ |
| Turnover Risk | ○ | ○ | ● | ● | ○ | ● |
| Underlying Fund Risk | ● | ● | ● | ● | ○ | ● |
| U.S. Government Obligations Risk | ○ | ● | ● | ● | ● | ● |
| Utilities Sector Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Value Stock Risk | ○ | ○ | ○ | ○ | ○ | ○ |
| Volatility Risk | ● | ● | ○ | ○ | ○ | ● |
| Wholly-Owned Subsidiary Risk | ● | n/a | n/a | ● | n/a | ● |
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Actively Managed Fund Risk. Each Fund is actively managed and does not seek to replicate the performance of a benchmark. As a result, a Fund’s performance will vary intentionally and perhaps significantly from that of its benchmark.
ADR Currency Risk. To establish a value for the shares, an issuer establishes a “conversion rate” equal to one share of an ADR for a certain number of shares of the stock of a foreign company. This “conversion rate” establishes a universal monetary relationship between the value of the ADR and the local currency of the foreign company stock. Although an ADR is priced in U.S. dollars, in order to preserve the uniformity of the established “conversion rate,” movements in the exchange rate of the local currency versus the U.S. dollar are automatically reflected in the price of the ADR in U.S. dollars. Therefore, even if the price of the foreign security does not change on its market, if the exchange rate of the local currency relative to the U.S. dollar declines, the ADR price would decline by a similar measure.
ADRs Risk. ADRs, which are typically issued by a bank, are certificates that evidence ownership of shares of a foreign company and are alternatives to purchasing foreign securities directly in their national markets and currencies. ADRs are subject to the same risks as direct investment in foreign companies and involve risks that are not found in investments in U.S. companies. In addition to the risks of investing in foreign securities discussed below, there is no guarantee that an ADR issuer will continue to offer a particular ADR. As a result, a Fund may have difficulty selling the ADR, or selling them quickly and efficiently at the prices at which they have been valued. In a sponsored ADR arrangement, the foreign company assumes the obligation to pay some or all of the depositary’s transaction fees. Under an unsponsored ADR arrangement, the foreign company assumes no obligations and the depositary’s transaction fees are paid directly by the ADR holders. Because unsponsored ADR arrangements are organized independently and without the cooperation of the foreign company, available information concerning the foreign company may not be as current as for sponsored ADRs, and voting rights with respect to the deposited securities are not passed through. ADRs may not track the price of the underlying foreign securities on which they are based, and their value may change materially at times when U.S. markets are not open for trading. Certain ADRs are not listed on an exchange and therefore may be considered to be illiquid.
Affiliated Investment Company Risk. The Funds may invest in affiliated funds of the Advisor and sub-advisors, unaffiliated funds, or a combination of both. The Advisor and sub-advisors, therefore, are subject to conflicts of interest in allocating a Fund’s assets among the affiliated and unaffiliated funds. The Advisor and sub-advisors may receive more revenue to the extent either selects an affiliated fund rather than an unaffiliated fund for inclusion in a Fund’s portfolio. In addition, the Advisor and sub-advisor may have financial or other incentives to allocate a Fund’s assets to affiliated funds or to those affiliated funds for which the fees payable to the Advisor or sub-advisor are higher than the fees payable by other affiliated underlying funds.
Agricultural Sector Risk. Economic forces, including forces affecting agricultural markets, as well as government policies and regulations affecting agriculture companies, could adversely impact a Fund’s investments. Soft commodities, grains and livestock production, and trade flows are significantly affected by government policies and regulations.
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Allocation Risk. A Fund’s strategy for allocating assets among different asset classes may not work as intended, and the Fund may not achieve its objective or may underperform other funds with the same or similar investment strategy.
Asset-Backed and Mortgage-Backed Security Risk. Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of a Fund’s investments. If interest rates increase, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for a Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers, and the creditworthiness of the parties involved. The ability of a Fund to successfully utilize these instruments may depend on the ability of the Advisor or Sub-Advisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The more senior security classes are generally entitled to receive payment before the subordinate classes if the cash flow generated by the underlying assets is not sufficient to pay all investors.
Mortgage-backed securities represent participating interests in pools of residential mortgage loans, some of which are guaranteed by the U.S. government, its agencies or instrumentalities. However, the guarantee of these types of securities relates to the principal and interest payments and not the market value of such securities. In addition, the guarantee only relates to the mortgage-backed securities held by a Fund and not the purchase of shares of the Fund. Similarly, asset backed securities may be secured by pools of loans, such as student loans, automobile loans, equipment leases, and credit card receivables. The credit risk on such securities is affected by borrowers or lessees defaulting on their payments. The values of assets underlying mortgage-backed and asset-backed securities may decline and, therefore, may not be adequate to cover underlying investors.
Mortgage-backed securities do not have a fixed maturity, and their expected maturities may vary when interest rates rise or fall. An increased rate of prepayments on a Fund’s mortgage-backed securities will result in an unforeseen loss of interest income to the Fund, as the Fund may be required to reinvest assets at a lower interest rate. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security. The prices of mortgage-backed securities may decrease more than prices of other fixed-income securities when interest rates increase.
Mortgage-backed securities and other securities issued by participants in housing and commercial real estate finance, as well as other real estate-related markets, have experienced extraordinary weakness and volatility in certain years. Possible legislation in the area of residential mortgages, credit cards, and other loans that may collateralize the securities in which a Fund may invest could negatively impact the value of the Fund’s investments. To the extent a Fund focuses its investments in particular types of mortgage-backed or asset-backed securities, that Fund may be more susceptible to risk factors affecting such types of securities. The liquidity of these assets may decrease over time.
Mortgage-backed securities and collateralized mortgage obligations are subject to credit risk because underlying loan borrowers may default. Mortgage-backed securities and collateralized mortgage obligations default rates tend to be sensitive to overall economic conditions and to localized property vacancy rates and prices. Borrower default rates may be significantly higher
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than estimated. Certain individual securities may be more sensitive to default rates because payments may be subordinated to other securities of the same issuer. The Advisor’s or Sub-Advisor’s assessment, or a rating agency’s assessment, of borrower credit quality, default rates, and loss rates may prove to be overly optimistic. Additionally, mortgage-backed securities and collateralized mortgage obligations are subject to prepayment risk because the underlying loans held by the issuers may be paid off prior to maturity at faster or slower rates than expected. The value of these securities may go down as a result of changes in prepayment rates on the underlying mortgages or loans. During periods of declining interest rates, prepayment rates usually increase and the Fund may have to reinvest prepayment proceeds at a lower interest rate; conversely, during periods of rising rates, prepayment rates usually decrease. Collateralized mortgage obligations may be less susceptible to this risk because payment priorities within the collateralized mortgage obligations may have the effect of a prepayment lock out period.
Bank Loans Risk. The market for bank loans may not be highly liquid and a Fund may have difficulty selling them. These investments expose a Fund to the credit risk of both the financial institution and the underlying borrower. Bank loans settle on a delayed basis, potentially leading to the sale proceeds of such loans not being available to meet redemptions for a substantial period of time after the sale of the bank loans. Certain bank loans may not be considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to rely on the protections of federal securities laws, including anti-fraud provisions.
Basic Materials Industry Risk. To the extent that a Fund’s investments are exposed to issuers conducting business in basic materials, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions, and/or increased competition affecting that economic sector. The prices of the securities of basic materials companies also may fluctuate widely in response to such events.
Business Development Companies (“BDC”) Risk. BDCs may carry risks similar to those of a private equity or venture capital fund. BDC company securities are not redeemable at the option of the shareholder, and they may trade in the market at a discount to their net asset value. A BDC is a form of investment company that is required to invest at least 70% of its total assets in securities (typically debt) of private companies, thinly traded U.S. public companies, or short-term high quality debt securities. The BDCs held by a Fund may leverage their portfolios through borrowings or the issuance of preferred stock. While leverage often serves to increase the yield of a BDC, this leverage also subjects a BDC to increased risks, including the likelihood of increased volatility and the possibility that a BDC’s common share income will fall if the dividend rate of the preferred shares or the interest rate on any borrowings rises. A significant portion of a BDC’s investments are recorded at fair value as determined by its board of directors, which may create uncertainty as to the value of the BDC’s investments. Non-traded BDCs are illiquid, and it may not be possible to redeem shares or to do so without paying a substantial penalty. Publicly-traded BDCs usually trade at a discount to their net asset value because they invest in unlisted securities and have limited access to capital markets. BDCs are subject to high failure rates among the companies in which they invest, and federal securities laws impose restraints upon the organization and operations of BDCs that can limit or negatively impact the performance of a BDC. However, no Fund believes it would be liable for the actions of any entity in which it invests, and that only its investment is at risk. Also, BDCs may engage in certain principal and joint transactions that a mutual fund or closed-end fund may not without an exemptive order from the SEC.
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Call Options Risk. As the seller (writer) of a covered call option, a Fund assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. A Fund continues to bear the risk that it will lose money if the value of the security falls below the strike price. Option premiums are treated as short-term capital gains and, when distributed to shareholders, are usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. As the buyer of a call option, a Fund assumes the risk that the market price of the underlying security will not increase above the strike price plus the premiums paid, so the Fund bears the risk that it will lose the premium paid for the option.
Capacity Risk. The markets and securities in which a Fund invests may, at times, be limited. Under such conditions, the execution of the Fund’s strategy may be affected and the Fund may not achieve its investment objective. In addition, a Fund may not be able to purchase or sell securities at favorable market prices.
Cash and Cash Equivalents Risk. At any time, a Fund may have significant investments in cash and cash equivalents. When a substantial portion of a portfolio is held in cash and cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time.
CDOs and CLOs Risk. CDOs and CLOs are securities backed by an underlying portfolio of debt and loan obligations, respectively. CDOs and CLOs issue classes, or “tranches,” that vary in risk and yield and may experience substantial losses due to actual defaults, decrease of market value due to collateral defaults and removal of subordinate tranches, market anticipation of defaults, and investor aversion to CDO and CLO securities as a class. The risks of investing in CDOs and CLOs depend largely on the tranche invested in and the type of the underlying debts and loans in the tranche of the CDO or CLO, respectively, in which the Fund invests. CDOs and CLOs also carry risks, including, but not limited to, interest rate risk and credit risk.
Collateralized Bond Obligation Risk. The pool of securities underlying collateralized bond obligations is typically separated in groupings, called “tranches,” representing different degrees of credit quality. The higher quality tranches have greater degrees of protection and pay lower interest rates. The lower tranches, with greater risk, pay higher interest rates.
Commodity Broker Sector Risk. Declining commodity trading volume, government regulation, interest rates, cost of capital, imperfect hedging, and counterparty credit losses may adversely affect commodities brokers. Economic forces, including forces affecting agricultural and other commodities, as well as government policies and regulations affecting commodities, could adversely impact commodity brokers.
Commodity Risk. A Fund’s exposure to the commodities futures markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments, and commodity-based notes may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments.
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Conflict of Interest - Advisor/Sub-Advisors Risk. The Advisor, Sub-Advisors, and other individuals associated with the Advisor and Sub-Advisors may receive compensation and/or have other arrangements that may be in conflict with the interests of a Fund.
Conflict of Interest - Portfolio Manager Risk. Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day responsibilities with respect to more than one fund or other accounts. More specifically, portfolio managers who advise multiple funds are presented with the following potential conflicts:
Advising multiple accounts may result in a portfolio manager devoting unequal time and attention to each account. Advising multiple funds and accounts also may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons and fees, as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts.
With respect to securities transactions for a Fund, the Advisor or Sub-Advisor determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than a Fund may outperform the securities selected for the Fund.
The appearance of a conflict of interest may arise where the Advisor or Sub-Advisor has an incentive, such as a performance-based advisory fee. Advising personal accounts may give rise to potential conflicts of interest; there is no assurance that a Fund’s code of ethics will adequately address such conflicts. One of a portfolio manager’s numerous responsibilities is to assist in the sale of Fund shares. Because a portfolio manager’s compensation is indirectly linked to the sale of Fund shares, they may have an incentive to devote time to marketing efforts designed to increase sales of Fund shares.
The Advisor and each Sub-Advisor have adopted a code of ethics that, among other things, permits personal trading by employees under conditions where it has been determined that such trades would not adversely impact client accounts. Nevertheless, advising personal accounts may give rise to potential conflicts of interest, and there is no assurance that these codes of ethics will adequately address such conflicts.
Convertible Securities Risk. Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and therefore are subject to fixed income security risks and conversion value-related equity risk. Convertible bonds are similar to other fixed-income securities because they usually pay a fixed interest rate and are obligated to repay principal on a given date in the future. The market value of fixed-income securities tends to decline as interest rates increase. Convertible bonds are particularly sensitive to changes in interest rates when their conversion to equity feature is small relative to the interest and principal value of the bond. If a convertible security’s investment value is greater than its conversion value, its price will likely increase when interest rates fall and decrease when interest rates rise. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible issuers may not be able to make principal and interest payments on the bond as they become due. Convertible bonds may also be subject to
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prepayment or redemption risk. If a convertible bond is called for redemption, a Fund will be required to surrender the security for redemption and convert it into the issuing company’s common stock or cash at a time that may be unfavorable to the Fund. Convertible securities have characteristics similar to common stocks, especially when their conversion value is greater than the interest and principal value of the bond. The price of equity securities may rise or fall because of economic or political changes. Stock prices in general may decline over short or even extended periods of time. Market prices of equity securities in broad market segments may be adversely affected by a prominent issuer having experienced losses or by the lack of earnings or such an issuer’s failure to meet the market’s expectations with respect to new products or services, or even by factors wholly unrelated to the value or condition of the issuer, such as changes in interest rates. When a convertible bond’s value is more closely tied to its conversion to stock feature, it is sensitive to the underlying stock’s price.
Counterparty Risk. A counterparty to a financial instrument held by a Fund, or by a special purpose or structured vehicle in which a Fund invests, may become insolvent or otherwise fail to perform its obligations due to financial difficulties, including making payments to the Fund. A Fund may obtain no or limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. Transactions that a Fund enters into may involve counterparties in the financial services sector and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Credit Risk. An issuer of a debt instrument may fail to pay principal and interest in a timely manner, reducing a Fund’s total return. The Funds may invest in high-yield, high-risk securities, commonly called “junk bonds,” that are not investment grade and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt instruments. Credit risk may be substantial for a Fund. The price of a fixed income security tends to drop if the rating of the underlying issuer drops and the probability of the failure to pay principal and interest increases.
Credit Risk (for Floating Rate Loans). The issuer of a loan or other instrument may not be able to make principal and interest payments on its outstanding debt obligations when due, or otherwise will default on its obligations to a Fund, and/or that the guarantors or other sources of credit support for such persons will not satisfy their obligations. The value of a Fund’s shares, and the Fund’s ability to pay dividends, is dependent upon the performance of the assets in its portfolio. Prices of a Fund’s investments can fall if the actual or perceived financial health of the borrowers on, or issuers of, such investments deteriorate, whether because of broad economic or issuer-specific reasons. In severe cases, the borrower or issuer could be late in paying interest or principal, or could fail to pay altogether.
In the event a borrower fails to pay scheduled interest or principal payments on an investment held by a Fund, the Fund will experience a reduction in its income and a decline in the market value of such investment. This will likely reduce the amount of dividends paid by a Fund, and likely lead to a decline in the net asset value of the Fund’s shares.
A Fund may invest in floating rate loans that are senior in the capital structure of the borrower or issuer, and that are secured with specific collateral. Loans that are senior and secured generally involve less risk than unsecured or subordinated debt and equity instruments of the same borrower
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because the payment of principal and interest on senior loans is an obligation of the borrower that, in most instances, takes precedence over the payment of dividends or the return of capital to the borrower’s shareholders, as well as payments to bond holders; and because of the collateral supporting the repayment of the debt instrument. However, the value of the collateral may not equal a Fund’s investment when the debt instrument is acquired, or may decline below the principal amount of the debt instrument subsequent to the Fund’s investment. Also, to the extent that collateral consists of stocks of the borrower, or its subsidiaries or affiliates, a Fund bears the risk that the stocks may decline in value, be relatively illiquid, or may lose all or substantially all of their value, causing the Fund’s investment to be undercollateralized. Therefore, the liquidation of the collateral underlying a floating rate loan in which a Fund has invested may not satisfy the borrower’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be able to be readily liquidated.
In the event of the bankruptcy of a borrower or issuer, a Fund could experience delays and limitations on its ability to realize the benefits of the collateral securing the Fund’s investment. Among the risks involved in a bankruptcy are assertions that the pledge of collateral to secure a loan constitutes a fraudulent conveyance or preferential transfer that would have the effect of nullifying or subordinating a Fund’s rights to the collateral.
The floating rate debt in which a Fund invests may be generally rated lower than investment-grade credit quality, i.e., rated lower than “Baa3” by Moody’s Investors Service, Inc. (“Moody’s”) or “BBB-” by Standard & Poor’s Ratings Services (“S&P”), or have been made to borrowers who have issued debt securities that are rated lower than investment-grade in quality or, if unrated, would be rated lower than investment-grade credit quality. Investment decisions for a Fund will be based largely on the credit analysis performed by the Advisor or Sub-Advisor, and not entirely on rating agency evaluation. This analysis may be difficult to perform. Information about a loan and its borrower generally is not in the public domain. Many borrowers have not issued securities to the public and are not subject to reporting requirements under federal securities laws. Generally, however, borrowers are required to provide financial information to lenders and information may be available from other loan market participants or agents that originate or administer loans.
Credit Default Swap Risk. Credit default swaps (“CDS”) are typically two-party financial contracts that transfer credit exposure between the two parties. Under a typical CDS, one party (the “seller”) receives pre-determined periodic payments from the other party (the “buyer”). The seller agrees to make compensating specific payments to the buyer if a negative credit event occurs, such as the bankruptcy or default by the issuer of the underlying debt instrument. The use of CDS involves investment techniques and risks different from those associated with ordinary portfolio security transactions, such as potentially heightened counterparty, concentration, and exposure risks.
Currency Risk. Fluctuations in exchange rates may adversely affect the market value of a Fund’s investments. Currency risk includes the risk that the currencies in which a Fund has taken a position, or in which a Fund’s investments are denominated, will decline in value. Derivative transactions in foreign currencies (such as futures, forwards, options, and swaps) are also subject to currency risk. Some currencies are illiquid, and a Fund may not be able to convert them into U.S. dollars, or may only be able to do so at an unfavorable exchange rate. Currency trading involves significant risks, including market risk, interest rate risk, foreign investment risk,
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counterparty credit risk, and short sale risk. Market risk results from the price movement of foreign currency values in response to shifting market supply and demand. Since exchange rate changes can readily move in one direction, a currency position carried overnight or over a number of days may involve greater risk than one carried a few minutes or hours. Interest rate risk arises whenever a country changes its stated interest rate target associated with its currency. Foreign investment risk arises because virtually every country has interfered with international transactions in its currency. Interference has taken the form of regulation of the local exchange market, restrictions on foreign investment by residents, or limits on inflows of investment funds from abroad. Restrictions on the exchange market or on international transactions are intended to affect the level or movement of the exchange rate. This risk could include the country issuing a new currency, effectively making the “old” currency worthless. Counterparty risk is the risk that a counterparty to a transaction may become insolvent or otherwise fail to perform its obligations to the Funds. A Fund may also take short positions, through derivatives, if the Advisor or Sub-Advisor believes the value of a currency is likely to depreciate in value. A “short” position is, in effect, similar to a sale in which the Fund sells a currency it does not own but has borrowed in anticipation that the market price of the currency will decline. The Fund must replace a short currency position by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Fund took a short position in the currency.
Debt Securities Risk. When a Fund invests in debt securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of debt securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment, possibly causing a Fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Derivatives Risk. A Fund may use derivatives to enhance returns or hedge against market declines. A Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events; changes in interest rates; inflation and deflation; and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities, including:
Leverage and Volatility Risk. Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required in trading derivatives, including futures contracts, permit a high degree of leverage. In addition, it is anticipated that the Subsidiary’s investments in derivatives will be “notionally funded” - that is their nominal trading level will exceed the cash deposited in the trading accounts. Accordingly, a
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relatively small price movement may result in an immediate and substantial loss to a Fund. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leveraged derivatives can magnify a Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Liquidity Risk. Although it is anticipated that the derivatives traded by a Fund will be actively traded, it is possible that particular investments might be difficult to purchase or sell, possibly preventing the Fund from executing positions at an advantageous time or price, or possibly requiring them to dispose of other investments at unfavorable times or prices in order to satisfy their obligations. Most U.S. commodity futures exchanges impose daily limits regulating the maximum amount above or below the previous day’s settlement price which a futures contract price may fluctuate during a single day. During a single trading day no trades may be executed at prices beyond the daily limit. Once the price of a particular futures contract has increased or decreased to the limit point, it may be difficult, costly or impossible to liquidate a position. It is also possible that an exchange or the Commodity Futures Trading Commission (“CFTC”), which regulates commodity futures exchanges, may suspend trading in a particular contract, order immediate settlement of a contract, or order the liquidation or trading of open positions only.
Counterparty Risk. A Fund may engage in transactions in securities and financial instruments that involve counterparties. A counterparty (the other party to a transaction or an agreement or the party with whom the Fund executes transactions) to a transaction with the Fund may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations.
Distribution Policy Risk. A Fund may, at the discretion of management, target a specific level of monthly distributions from time to time. Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders receiving periodic payments from a Fund may be under the impression that they are receiving net profits. However, all or a portion of a distribution may consist of a return of capital (i.e., from your original investment). Distributions in excess of the Fund’s earnings and profits will be treated as a return of capital. Shareholders should not assume that the source of a distribution from a Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. A Fund will provide disclosures, with each monthly distribution, that estimate the percentages of the current and year to-date distributions that represent (1) net investment income, (2) capital gains, and (3) return of capital. At the end of the year, a Fund may be required under applicable law to re-characterize distributions made previously during that year among (1) ordinary income, (2) capital gains, and (3) return of capital for tax purposes.
Dividend Yield Risk. While a Fund may hold securities of companies that have historically paid a dividend, those companies may reduce or discontinue their dividends, thus reducing the yield of the Fund. Lower priced securities in the Fund may be more susceptible to these risks. Past dividend payments are not a guarantee of future dividend payments. Also, the market return of high dividend yield securities, in certain market conditions, may be worse than the market return of other investment strategies or the overall stock market.
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Duration Risk. Longer-term securities may be more sensitive to interest rate changes. Rising interest rates pose a risk to a Fund’s longer-term fixed income securities. Rising interest rates pose a risk to funds whose portfolios include longer-term fixed income securities. Effective duration estimates price changes for relatively small changes in rates. If rates increase significantly, effective duration may tend to understate the drop in a security’s price. If rates drop significantly, effective duration may tend to overstate the increase in a security’s price.
Emerging Markets Risk. A Fund may invest in countries with newly organized or less developed securities markets. There are typically greater risks involved in investing in emerging market securities. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems tend to be less stable. There may also be less reliable or publicly available information about emerging markets due to non-uniform regulatory, auditing or financial recordkeeping standards (including material limits on PCAOB inspection, investigation, and enforcement), which could cause errors in the implementation of a Fund’s investment strategy. Emerging market economies may be based on only a few industries; therefore security issuers, including governments, may be more susceptible to economic weakness and more likely to default. Emerging market countries also may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights. A Fund’s performance may depend on issues other than those that affect U.S. companies and may be adversely affected by different rights and remedies associated with emerging market investments, or the lack thereof, compared to those associated with U.S. companies. Investments in emerging market countries may be affected by government policies that restrict foreign investment in certain issuers or industries. The potentially smaller size of their securities markets and lower trading volumes can make investments relatively illiquid and potentially more volatile than investments in developed countries, and such securities may be subject to abrupt and severe price declines. Due to this relative lack of liquidity, a Fund may have to accept a lower price, or may not be able to sell a portfolio security at all. An inability to sell a portfolio position can adversely affect a Fund’s value, or prevent the Fund from being able to meet cash obligations or take advantage of other investment opportunities.
Energy Sector Risk. Investment risks associated with investing in energy securities, in addition to other risks, include price fluctuation caused by real and perceived inflationary trends and political developments, the cost assumed in complying with environmental safety regulations, demand of energy fuels, energy conservation, the success of exploration projects, and tax and other governmental regulations.
Equity Options Strategy Risk. Although the equity options strategy is intended to manage volatility, it may not protect against market declines, may limit a Fund’s participation in market gains (particularly during periods when market values are increasing or market volatility is high), may increase portfolio transaction costs which could result in losses or reduction in gains, may not be successful, and is subject to the sub-advisor’s ability to correctly analyze and implement the Fund’s equity options strategy.
Equity Security Risk. Common and preferred stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Warrants and rights may expire worthless if the price of a common stock is below the conversion price of the warrant or right. Convertible bonds may
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decline in value if the price of a common stock falls below the conversion price. Investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, trade, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises.
Exchange Traded Funds (“ETFs”) Risk. Like an open-end investment company (mutual fund), the value of an ETF can fluctuate based on the prices of the securities owned by the ETF, and ETFs are also subject to the following additional risks: (i) the ETF’s market price may be less than its net asset value; (ii) an active market for the ETF may not develop; and (iii) market trading in the ETF may be halted under certain circumstances.
Exchange Traded Notes (“ETNs”) Risk. Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risk.
Farmland Sector Risk. Farmland operations are subject to adverse changes in the political or regulatory climate in states or specific counties. Geographic concentration of properties makes farmland more susceptible to adverse weather, economic, or regulatory changes or developments. Lessors of land may default due to crop failure, excessive leverage or higher development costs, higher than estimated costs, including labor and planting, irrigation or other related costs, and possible delays in development due to a number of factors, including weather, labor disruptions, regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes, or floods).
Financials Sector Risk. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted.
Fixed-Income Risk. When a Fund invests in fixed-income securities, the value of an investment in the Fund will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of fixed-income securities owned by a Fund. In general, the market price of fixed-income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by a Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Foreign Currency Forward Contract Risk. Foreign currency forward contracts are a type of derivative contract whereby a Fund may agree to buy or sell a country’s or region’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. These contracts are subject to the risk of political and economic factors applicable to the countries issuing the underlying currencies, and may fall in value due to foreign market downswings or foreign currency value fluctuations. Foreign currency forward contracts are individually negotiated and privately traded,
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so they are dependent upon the creditworthiness of the counterparty and subject to counterparty risk. A Fund’s investment or hedging strategies may not achieve their objective. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events; changes in interest rates; inflation and deflation; and changes in supply and demand relationships. Derivative contracts ordinarily have leverage inherent in their terms, and low margin deposits normally required in trading derivatives permit a high degree of leverage. Accordingly, a relatively small price movement may result in an immediate and substantial loss to a Fund. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet collateral segregation requirements. The use of leveraged derivatives can magnify a Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Foreign Exchanges Risk. A portion of the derivatives trades made by a Fund may take place on foreign markets. Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Foreign Investment Risk: To the extent a Fund invests in foreign investments, the Fund could be subject to greater risks because the Fund’s performance may depend on issues other than the performance of a particular company or U.S. market sector. Changes in foreign economies and political climates are more likely to affect the Fund than a mutual fund that invests exclusively in U.S. companies. The value of foreign investment is also affected by the value of the local currency relative to the U.S. dollar. There may also be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information. The values of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental administration or economic or monetary policy (in this country or abroad), or changed circumstances in dealings between nations. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are generally higher than in the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations. As a result, a Fund may be exposed to greater risk and will be more dependent on the Advisor’s or Sub-Advisor’s ability to assess such risk than if the Fund invested solely in U.S. companies. Foreign investments may have less liquid trading markets, extreme price volatility, changes in economic, political, regulatory and social conditions, sustained economic downturns, financial instability, tax burdens, and investment and repatriation restrictions. Withholding and other non-U.S. taxes may decrease the Fund’s return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters.
Investing in securities of Chinese issuers involves certain risks and considerations not typically associated with investing in securities of U.S. issuers, including, among others, more frequent
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trading suspensions and government interventions (including by nationalization of assets), currency exchange rate fluctuations or blockages, limits on the use of brokers and on foreign ownership, different financial reporting standards, higher dependence on exports and international trade, potential for increased trade tariffs, sanctions, embargoes and other trade limitations, and custody risks. U.S. sanctions or other investment restrictions could preclude the Fund from investing in certain Chinese issuers, or cause the Fund to sell investments at a disadvantageous time. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities and have shown a willingness to exercise that option in response to market volatility and other events.
Forward Contract Risk. Forward contracts are individually negotiated and privately traded, so they are dependent upon the creditworthiness of the counterparty and subject to counterparty default risk and liquidity risk. If a counterparty defaults and fails to deliver or settle a forward trade, replacing the transaction may be costly. Liquidity risk exists because no organized secondary market exists to trade or dispose of forward obligations.
Futures Contract Risk. A Fund’s use of futures contracts involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) leverage risk; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in futures contracts involve leverage, which means a small percentage of assets invested in futures contracts can have a disproportionately large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Futures contracts may become mispriced or improperly valued when compared to the Advisor’s or Sub-Advisor’s expectation and may not produce the desired investment results. Additionally, changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures or forward contracts do not pay dividends, unlike the stocks upon which they are based.
Geographic Concentration Risk. A Fund may be particularly susceptible to economic, political, regulatory, or other events or conditions affecting countries within the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s net asset value may be more volatile than a more geographically diversified fund.
Growth Stock Risk. “Growth” stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. “Growth” stocks also tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, “growth” stocks tend to be sensitive to changes in their earnings and more volatile in price than the stock market as a whole. In addition, companies that the Advisor or Sub-Advisor believes have significant growth potential are often companies with new, limited or cyclical product lines, markets or financial resources, and the management of such companies may be dependent upon one or a few key people. The stocks of such companies can therefore be subject to more abrupt or erratic market movements than stocks of larger, more established companies or the stock market in general.
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Hedging Risk. Hedging is a strategy in which a Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that a Fund’s hedging strategy will reduce risk, or that hedging transactions will be either available or cost effective. A Fund may not be required to use hedging and may choose not to do so.
Index Risk. If a Fund or an underlying fund is linked to the performance of an index, it will be subject to the risks associated with changes in that index.
Inflation-Indexed Bond Risk. Inflation-indexed bonds are fixed-income securities whose principal values are periodically adjusted according to a measure of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate inflation indexed bonds does not adjust according to the rate of inflation. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in the value of inflation-indexed bonds. Inflation-indexed bonds may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-indexed bond will be treated as interest income currently subject to tax at ordinary income rates even though investors will not receive repayment of principal until maturity. If a Fund invests in such bonds, it will be required to distribute such interest income in order to qualify for treatment as a regulated investment company, and eliminate the Fund-level tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be desirable.
Inflation Protected Securities Risk. Inflation-protected debt securities tend to react to changes in real interest rates. Real interest rates represent nominal (stated) interest rates reduced by the expected impact of inflation. In general, the price of an inflation-protected debt security can fall when real interest rates rise, and can rise when real interest rates fall. Interest payments on inflation-protected debt securities can be unpredictable and will vary as the principal and/or interest is adjusted for inflation.
Infrastructure Sector Risk. General risks of infrastructure development companies include the general state of the economy, intense competition, consolidation, domestic and international politics, and excess capacity. In addition, infrastructure development companies may also be significantly affected by overall capital spending levels (including both private and public sector spending), economic cycles, technical obsolescence, delays in modernization, labor relations, and government regulations. Some infrastructure development companies may rely heavily on local, state or national government contracts, and are therefore subject to higher degrees of political risk and could be negatively impacted by changes in government policies or a deterioration in
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government balance sheets in the future. The customers and/or suppliers of infrastructure development companies may be concentrated in a particular country, region or industry. Any adverse event affecting one of these countries, regions or industries could have a negative impact on infrastructure development companies.
Interest Rate Risk. Bond prices overall, including the prices of securities held by a Fund, may decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. For example, if interest rates go up by 1.0%, the price of a 4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity, and approximately 4.4% for a bond with 5 years to maturity. Rising interest rates pose a risk to a Fund’s longer-term fixed income securities.
Interest Rate Risk (for Floating Rate Loans). Changes in short-term market interest rates will directly affect the yield on the shares of a Fund whose investments are normally invested in floating rate debt. If short-term market interest rates fall, the yield on a Fund’s shares will also fall. Conversely, when short-term market interest rates increase, because of the lag between changes in such short-term rates and the resetting of the floating rates on the floating rate debt in a Fund’s portfolio, the impact of rising rates will be delayed to the extent of such lag. In addition, to the extent that the interest rate spreads on floating rate debt in a Fund’s portfolio experience a general decline, the yield on the Fund’s shares will fall and the value of the Fund’s assets may decrease, which will cause the Fund’s net asset value to decrease. With respect to a Fund’s investments in fixed rate instruments, a rise in interest rates generally causes values to fall. The values of fixed-rate securities with longer maturities or duration are more sensitive to changes in interest rates.
Inverse ETF Risk. Investing in inverse ETFs may result in increased volatility due to the extent a Fund uses short sales of securities and derivatives such as options and futures. The use of leverage by an ETF increases risk to a Fund. The more a Fund invests in leveraged instruments, the more the leverage will magnify any gains or losses on those investments. During periods of increased volatility, inverse ETFs may not perform in the manner they are designed.
Issuer Specific Risk. The value of a specific security can be more volatile than, and can perform differently from, the market as a whole. The value of securities of smaller issuers can be more volatile than those of larger issuers. The value of certain types of securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. The value of each underlying fund will be dependent on the success of the strategies used by its manager or managers. Certain managers may be dependent upon a single individual or small group of individuals, the loss of which could adversely affect their success.
Junk Bond Risk. Lower-quality bonds, known as “high yield” or “junk” bonds, present a significant risk of loss of principal and interest. These bonds offer the potential for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the bond’s issuer, obligor or guarantor may not be able to make its payments of interest and principal (credit quality risk). If that happens, the value of the bond may decrease, and a Fund’s share price may decrease and its income distribution may be reduced. An economic downturn or period of rising interest rates (interest rate risk) could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds (liquidity risk). Such securities may also include
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“Rule 144A” securities, which are subject to resale restrictions. The lack of a liquid market for these bonds could decrease a Fund’s share price. The credit rating for these securities could also be further downgraded after they are purchased by a Fund, which would reduce their value. The value of lower-quality investments often fluctuates in response to company, political, or economic developments, and can decline significantly over short periods of time or during periods of general or regional economic difficulty.
Large Capitalization Company Risk. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. Large-capitalization companies may be more mature and subject to more limited growth potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
Leverage Risk. Using derivatives can create leverage, which can amplify the effects of market volatility on a Fund’s share price and make the Fund’s returns more volatile. The use of leverage may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause a Fund to have higher expenses than those of mutual funds that do not use such techniques.
Leveraged ETF Risk. Leveraged ETFs will amplify losses because they are designed to produce returns that are a multiple of the index to which they are linked. Most leveraged ETFs “reset” daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Although most of any Fund’s securities must be liquid at the time of investment, a Fund may purchase illiquid securities investments and securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When a Fund holds illiquid investments, the Fund’s investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, a Fund, due to limitations on investments in illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
Litigation Risk. A Fund may be named in a lawsuit despite no wrongdoing by the Fund, its Advisor or Sub-Advisor, or any other service provider to the Fund. The defense of a lawsuit may detrimentally impact a Fund and its shareholders, including incurring legal defense costs, regulatory costs, and increased insurance premiums.
Loan Risk. Investments in bank loans may subject a Fund to heightened credit risk because such loans tend to be highly leveraged and potentially more susceptible to the risks of interest deferral, default, and/or bankruptcy. Senior floating rate loans are often rated below investment grade, but may also be unrated. The risks associated with these loans can be similar to the risks of below investment grade fixed income instruments. An economic downturn would generally lead to a higher non-payment rate, and a senior floating rate loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a senior floating rate loan may
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decline in value or become illiquid, which would adversely affect the loan’s value. Unlike the securities markets, there is no central clearinghouse for loan trades, and the loan market has not established enforceable settlement standards or remedies for failure to settle. Therefore, portfolio transactions in loans may have uncertain settlement time periods. Senior floating rate loans are subject to a number of risks described elsewhere in this Prospectus, including liquidity risk and the risk of investing in below-investment grade fixed income instruments.
Machinery and Electrical Equipment Industry Risk. The machinery and electrical equipment industries can be significantly affected by general economic trends, including employment, economic growth, and interest rates; changes in consumer sentiment and spending; overall capital spending levels, which are influenced by an individual company’s profitability and broader factors, such as interest rates and foreign competition; commodity prices; technical obsolescence; labor relations legislation; government regulation and spending; import controls; and worldwide competition. Companies in these industries also can be adversely affected by liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.
Managed Volatility Risk. Techniques used by the Advisor or Sub-Advisor to manage the volatility of a Fund’s investments carry the risks that such techniques may not protect against market declines. The techniques may also limit a Fund’s participation in market gains, particularly during periods where market values are increasing but market volatility is high. Further, such techniques may increase portfolio transaction costs, which could result in losses or reduced gains. They also may not be successful, as the techniques are subject to the Advisor’s or Sub-Advisor’s ability to correctly analyze and implement the volatility management techniques in a timely manner.
Management Risk. A portfolio manager’s judgments about the attractiveness, value and potential appreciation of particular stocks, other securities or derivatives in which a Fund invests may prove to be incorrect, and there is no guarantee that a portfolio manager’s judgment will produce the desired results.
Market Risk. Overall stock or bond market volatility may also affect the value of a Fund. Factors such as domestic and/or foreign economic growth and market conditions, interest rate levels, political events, and terrorism affect the securities markets. A Fund’s investments may decline in value if markets perform poorly. There is also a risk that a Fund’s investments will underperform either the securities markets, generally, or particular segments of the securities markets. Unexpected local, regional or global events, such as war; acts of terrorism; financial, political or social disruptions; tariffs or trade wars; natural, environmental or man-made disasters; climate-change and climate-related events; the spread of infectious illnesses or other public health issues; recessions and depressions; or other events could have a significant impact on a Fund, and may impair market liquidity, thereby increasing liquidity risk. Such events can cause investor fear, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen.
Market Volatility-Linked ETFs Risk. ETFs that are linked to market volatility have the risks associated with investing in futures contracts. An ETF’s use of futures contracts involves risks different from, or possibly greater than, the risks associated with investing directly in securities
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and other traditional investments. These risks include (i) leverage risk; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in futures contracts involve leverage, which means a small percentage of assets invested in futures contracts can have a disproportionately large impact on the Fund. This risk could cause the ETF to lose more than the principal amount invested. Futures contracts may become mispriced or improperly valued when compared to the Advisor’s or Sub-Advisor’s expectation and may not produce the desired investment results. Additionally, changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures contracts do not pay dividends, unlike the stocks upon which they are based.
Medium (Mid) Capitalization Company Risk. The earnings and prospects of medium-sized companies are more volatile than larger companies. These companies may experience higher failure rates than larger companies. Medium-sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures. Medium-sized companies may also have limited markets, product lines or financial resources, and may lack management experience.
Metals Sector Risk. The prices of precious metals and industrial metals operation companies are affected by the price of precious metals, such as platinum, palladium and silver, as well as other metals prices and prevailing market conditions. These prices may be volatile, fluctuating substantially over short periods of time. In times of stable economic growth, traditional equity and debt investments could offer greater appreciation potential, and the prices of precious and industrial metals may be adversely affected.
Micro Capitalization Company Risk. Micro capitalization companies may be newly formed or have limited product lines, distribution channels, and financial and managerial resources. The risks associated with those investments are generally greater than those associated with investments in the securities of larger, more established companies. This may cause a Fund’s net asset value to be more volatile when compared to investment companies that focus only on large capitalization companies.
Generally, securities of micro capitalization companies are more likely to experience sharper swings in market value, less liquid markets in which it may be more difficult for the Advisor and/or Sub-Advisor to sell at times and at prices that the Advisor and/or Sub-Advisor believes appropriate, and tend to be more volatile than those of larger companies. Compared to large companies, micro capitalization companies are more likely to have (i) less information publicly available, (ii) more limited product lines or markets and less mature businesses, (iii) fewer capital resources, (iv) more limited management depth, and (v) shorter operating histories. Further, the equity securities of micro capitalization companies are often traded over the counter and generally experience a lower trading volume than is typical for securities that are traded on a national securities exchange. Consequently, the Fund may be required to dispose of these securities over a longer period of time (and potentially at less favorable prices) than would be the case for securities of larger companies, offering greater potential for gains and losses and associated tax consequences.
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MLP and MLP-Related Securities Risk. Investments in MLPs and MLP-related securities involve risks different from those of investing in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP or MLP-related security, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks (which could occur if the MLP raises capital and then invests it in projects whose return fails to exceed the cost of capital raised), and risks related to the general partner’s limited call right. MLPs and MLP-related securities are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. During periods of rising interest rates, the use of MLPs or MLP-related securities could hinder the overall performance of the Fund.
MLP Tax Risk. Typically, MLPs do not pay U.S. federal income tax at the partnership level. Instead, each partner is allocated a share of the partnership’s income, gains, losses, deductions, and expenses. A change in current tax law or in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any of the MLPs owned by a Fund were treated as corporations for U.S. federal income tax purposes, it could result in a reduction in the value of an investment in a Fund and lower income, as compared to an MLP that is not taxed as a corporation.
Model and Data Risk. Like all quantitative analysis, the investment models utilized by the Advisor or Sub-Advisor carry the risk that the ranking system, valuation results, and predictions might be based on one or more incorrect assumptions, insufficient historical data, inadequate design, or may not be suitable for the purpose intended. In addition, models may not perform as intended for many reasons, including errors, omissions, imperfections or malfunctions. Because the use of models is usually based on data supplied by third parties, the success of the Advisor’s or Sub-Advisor’s use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results. Changing and unforeseen market dynamics could also lead to a decrease in the short-term or long-term effectiveness of a model. Models may lose their predictive validity and incorrectly forecast future market behavior and asset prices, leading to potential losses. No assurance can be given that a model will be successful under all or any market conditions.
Mortgage REITs Risk. Mortgage REITs lend money to developers and owners of properties and invest primarily in mortgages and similar real estate interests. Mortgage REITs receive interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they extend funds, which is the risk that the borrower will not be able to make timely interest and principal payments on the loan to the mortgage REIT. Mortgage REITs also are subject to the risk that the value of mortgaged properties may be less than the amounts owed on the properties. If a mortgage REIT is required to foreclose on a borrower, the amount recovered in connection with the foreclosure may be less than the amount owed to the mortgage REIT. Mortgage REITs are subject to significant interest rate risk. During periods when interest rates are declining, mortgages are often refinanced or prepaid. Refinancing
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or prepayment of mortgages may reduce the yield of mortgage REITs. When interest rates decline, the value of a mortgage REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a mortgage REIT’s investment in fixed rate obligations can be expected to decline. In addition, rising interest rates generally increase the costs of obtaining financing, which could cause the value of a mortgage REIT’s investments to decline. A mortgage REIT’s investment in adjustable rate obligations may react differently to interest rate changes than an investment in fixed rate obligations. As interest rates on adjustable rate mortgage loans are reset periodically, yields on a mortgage REIT’s investment in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. Mortgage REITs typically use leverage (and in many cases, may be highly leveraged), which increases investment risk and could adversely affect a mortgage REIT’s operations and market value in periods of rising interest rates, increased interest rate volatility, downturns in the economy, reductions in the availability of financing, or deterioration in the conditions of the mortgage REIT’s mortgage-related assets.
Municipal Bond Risk. The value of municipal bonds that depend on a specific revenue source or general revenue source to fund their payment obligations may fluctuate as a result of changes in the cash flows generated by the revenue source(s) or changes in the priority of the municipal obligation to receive the cash flows generated by the revenue source(s). In addition, changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal bonds. There is no guarantee that a municipality will pay interest or repay principal. In addition, the ability of an issuer to make payments or repay interest may be affected by litigation or bankruptcy. In the event of such an issuer’s bankruptcy, a Fund could experience delays in collecting principal and interest, and may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, a debt holder may, in some instances, take possession of, and manage, the assets securing the issuer’s obligations on such securities, which may increase the Fund’s operating expenses. Any income derived from the Fund’s ownership or operation of such assets may not be tax-exempt. Municipal bonds are generally subject to interest rate risk, credit risk, and market risk.
Because many municipal bonds are issued to finance similar projects (such as those relating to education, health care, housing, transportation, and utilities), conditions in those sectors may affect the overall municipal securities market. In addition, changes in the financial condition of an individual municipal issuer can affect the overall municipal market. Municipal bonds backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the supporting taxation or the inability to collect revenues for the specific project or specific assets. Municipal bonds are subject to the risk that the Internal Revenue Service (the “IRS”) may determine that an issuer has not complied with applicable tax requirements and that interest from the municipal bond is taxable, which may result in a significant decline in the value of the security. Municipal bonds may be less liquid than taxable bonds and there may be less publicly available information on the financial condition of municipal bond issuers than for issuers of other securities, and the investment performance of a Fund may, therefore, be more dependent on the analytical abilities of the Advisor or Sub-Advisor than if the Fund held other types of investments. The secondary market for municipal bonds also tends to be less well-developed or liquid than many other securities markets, a by-product of lower capital commitments to the asset
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class by the dealer community, which may adversely affect a Fund’s ability to sell municipal bonds at attractive prices or value municipal bonds.
Natural Resources Sector Risk. The profitability of companies in the natural resources sector can be affected by worldwide energy prices, limits on exploration, and production spending. Companies in the natural resources sector are affected by government regulation, world events, and economic conditions. Companies in the natural resources sector are at risk for environmental damage claims. Companies in the natural resources sector could be adversely affected by commodity price volatility, changes in exchange rates, imposition of import controls, and increased competition. Companies in the natural resources sector may be adversely affected by depletion of natural resources, technological developments, and labor relations.
Non-diversification Risk. A non-diversified fund may invest a larger portion of its assets in a limited number of companies relative to a diversified fund. Because a relatively high percentage of the Fund’s assets may be invested in the securities of a limited number of companies that could be in the same or related economic sectors, the Fund’s portfolios may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio of a diversified fund.
Options Market Risk. Markets for options and options on futures may not always operate on a fair and orderly basis. At times, prices for options and options on futures may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances. The dysfunction and manipulation of volatility and options markets may make it difficult for a Fund to effectively implement its investment strategy and achieve its objectives, and could potentially lead to significant losses.
Options Risk. There are risks associated with the sale and purchase of call and put options. As the buyer of a put or call option, a Fund risks losing the entire premium invested in the option if a Fund does not exercise the option. As a seller (writer) of a put option, a Fund will lose money if the value of the security or futures falls below the strike price. As a seller (writer) of a call option, a Fund will lose money if the value of the security or futures rises above the strike price. If unhedged, a Fund’s written calls expose the Fund to potentially unlimited losses.
Additionally, purchased options may decline in value due to changes in the price of the underlying reference instrument, passage of time, and changes in volatility. Generally, options may not be an effective hedge because they may have imperfect correlation to the value of a Fund’s portfolio securities. Further, the underlying reference instrument on which the option is based may have imperfect correlation to the value of the Fund’s portfolio securities. Option premiums are treated as short-term capital gains and, when distributed to shareholders, are usually taxable as ordinary income, which may have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. Options are also subject to leverage and volatility risk, liquidity risk, tracking risk (the risk that an option’s returns will deviate from a benchmark), and sub-strategy risk (the risk that hedging sub-strategies will not perform as expected).
Over-the-Counter (“OTC”) Trading Risk. Certain of the derivatives in which a Fund may invest may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result, and similar to other privately negotiated contracts, a Fund is subject to counterparty credit risk with respect to such derivative contracts.
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Preferred Stock Risk. The value of preferred stocks will fluctuate with changes in interest rates. Typically, an increase in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments. Preferred stock prices tend to move more slowly upwards than common stock prices. In an issuer bankruptcy, preferred stock holders are subordinate to the claims of debtholders and may receive little or no recovery.
Prepayment and Extension Risk. During periods of declining interest rates, prepayment of loans underlying fixed income securities, including mortgage-backed and asset-backed securities, usually accelerates; conversely, during periods of rising interest rates, prepayment of loans underlying fixed income securities usually declines. Prepayment may shorten the effective maturities of these securities, reducing their yield and market value, and the Fund may have to reinvest at a lower interest rate. Extension risk is the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected, and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply.
Real Estate and REIT Risk. A Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations, and economic and political factors that negatively impact the real estate market and the direct ownership of real estate. These may include decreases in real estate values, overbuilding, rising operating costs, interest rates, and property taxes. In addition, some real estate related investments are not fully diversified and are subject to the risks associated with financing a limited number of projects. Investing in REITs involves certain unique risks in addition to those associated with the real estate sector generally. REITs whose underlying properties are concentrated in a particular industry or region are also subject to risks affecting such industries and regions. REITs (especially mortgage REITs) are also subject to interest rate risks. By investing in REITs through the Fund, a shareholder will bear expenses of the REITs in addition to Fund expenses. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders, and would not pass through to its shareholders the character of income earned by the entity. Subprime mortgages are riskier and potentially less liquid than other mortgage-backed securities. REITs are also heavily dependent upon the success of their management teams, and are subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation.
Regulatory Risk. Regulatory authorities in the United States or other countries may adopt rules that restrict the ability of a Fund to fully implement its strategy, either generally or with respect to certain securities, industries or countries, which may impact the Fund’s ability to fully implement its investment strategies. Regulators may interpret rules differently than the Fund or the mutual fund industry generally, and disputes over such interpretations can increase in the legal expenses incurred by the Fund.
Renewable Energy Sector Risk. Securities of companies in the renewable energy sector are subject to swift price and supply fluctuations caused by events relating to international politics, the success of project development, and tax and other governmental regulatory policies. Weak demand for the companies’ products or services, or for renewable energy products and services in
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general, may adversely affect the Fund’s performance. Obsolescence of existing technology, short product cycles, falling prices and profits, the supply of, and demand for, oil and gas, the price of oil and gas, competition from new market entrants, and general economic conditions can significantly affect the renewable energy sector. The clean renewable sector is an emerging growth area, and therefore shares of such companies may be more volatile and, historically, have been more volatile than shares of companies operating in other, more established sectors. In addition, certain methods used to value companies involved in the alternative power and power technology sectors, particularly those companies that have not yet traded profitably, have not been in widespread use for a significant period of time. As a result, the use of these valuation methods may serve to further increase the volatility of certain alternative power and power technology company share prices.
Repurchase and Reverse Repurchase Agreements Risk. A Fund may enter into repurchase agreements in which it purchases a security (known as the “underlying security”) from a securities dealer or bank. In the event of a bankruptcy or other default by the seller of a repurchase agreement, a Fund could experience delays in liquidating the underlying security and losses in the event of a decline in the value of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement. Reverse repurchase agreements involve the sale of securities held by a Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment, and involve the risk that (i) the other party may fail to return the securities in a timely manner, or at all, and (ii) the market value of assets that are required to be repurchased decline below the purchase price of the asset that has to be sold, resulting in losses to the Fund.
Restricted Securities Risk. A Fund may hold securities that are restricted as to resale under the U.S. federal securities laws. There can be no assurance that a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities may prevent the Fund from disposing of them promptly at reasonable prices or at all. A Fund may have to bear the expense of registering the securities for resale, and the risk of substantial delays in effecting the registration. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the values of restricted securities may experience significant volatility.
Risk Management Risk. The measures that the Advisor, Sub-Advisor or portfolio manager use to monitor and manage the risks of a Fund may not accomplish the intended results, and a Fund may experience losses significantly greater than expected.
Sector Exposure Risk. Securities within the same sector may decline in price due to sector-specific market or economic developments. If a Fund invests more heavily in a particular sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector. As a result, the Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors. Additionally, some sectors could be subject to greater government regulation than other sectors. Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors.
Security Risk. The value of a Fund may decrease in response to the activities and financial prospects of an individual security or group of securities in the Fund’s portfolio. The net asset value of a Fund will fluctuate based on changes in the value of the securities in which the Fund
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invests. A Fund may invest in securities that may be more volatile and carry more risk than some other forms of investment. The price of securities may rise or fall because of economic or political changes. Security prices in general may decline over short or even extended periods of time. Market prices of securities in broad market segments may be adversely affected by a prominent issuer having experienced losses, lack of earnings, failure to meet the market’s expectations with respect to new products or services, or even by factors wholly unrelated to the value or condition of the issuer, such as changes in interest rates.
Short Position Risk. A Fund’s long positions could decline in value at the same time that the value of its short positions increase, thereby increasing the Fund’s overall potential for loss. A Fund’s short positions may result in a loss if the price of the short position instruments rise and it costs more to replace the short positions. In contrast to a Fund’s long positions, for which the risk of loss is typically limited to the amount invested, the potential loss on the Fund’s short positions is potentially large. Market factors may prevent a Fund from closing out a short position at the most desirable time or at a favorable price.
Short Selling Risk. A Fund’s use of short positions to eliminate or reduce risk exposure in a Fund’s long positions may not be successful, and a Fund may lose money on its long positions. An increase in the value of a security over the price at which it was sold short will result in a loss to a Fund, and there can be no assurance that the Advisor or Sub-Advisor will be able to close out the position at any particular time or at an acceptable price. The loss from a short position is potentially unlimited. A Fund’s use of short sales will likely result in the creation of leverage in a Fund.
A Fund may have substantial short security positions and must borrow those securities to make delivery to the buyer. A Fund may not be able to borrow a security that it needs to deliver, or it may not be able to close out a short position at an acceptable price, and may have to sell related long positions before it had intended to do so. Thus, a Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.
A Fund also may be required to pay a commission and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the commission, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.
Until a Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. A Fund’s ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances, a Fund may not be able to substitute or sell the pledged collateral.
Small Capitalization Company Risk. To the extent a Fund invests in the stocks of smaller-sized companies, the Fund may be subject to additional risks. The earnings and prospects of these companies may be more volatile than larger companies. Smaller-sized companies may experience higher failure rates than larger companies. The trading volume of securities of smaller companies
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is normally less than that of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. Smaller-sized companies may have limited markets, product lines or financial resources, and may lack management experience.
Sovereign Debt Risk. The issuer of the foreign debt, or the governmental authorities that control the repayment of the debt, may be unable or unwilling to repay principal or interest when due, and a Fund may have limited recourse in the event of a default. The market prices of sovereign debt, and a Fund’s net asset value, may be more volatile than prices of U.S. debt obligations, and certain emerging markets may encounter difficulties in servicing their debt obligations.
Structured Note Risk. A Fund may seek investment exposure to sectors through structured notes that may be exchange-traded or traded in the over-the-counter market. These notes are typically issued by banks or brokerage firms, and have interest and/or principal payments which are linked to changes in the price level of certain assets or to the price performance of certain indices. The value of a structured note will be influenced by time to maturity, level of supply and demand for this type of note, interest rate and market volatility, changes in the issuer’s credit quality rating, and economic, legal, political, and other events that affect the industry. In addition, there may be a lag between a change in the value of the underlying reference asset and the value of the structured note. Structured notes may also be subject to counterparty risk. A Fund may also be exposed to increased transaction costs when it seeks to sell such notes in the secondary market.
Sub-Prime Mortgage Risk. Lower-quality notes, such as those considered “sub-prime,” are more likely to default than those considered “prime” by a rating evaluation agency or service provider. An economic downturn or period of rising interest rates could adversely affect the market for sub-prime notes and reduce a Fund’s ability to sell these securities. The lack of a liquid market for these securities could decrease a Fund’s share price. Additionally, borrowers may seek bankruptcy protection, which would delay resolution of security holder claims and may eliminate or materially reduce liquidity.
Swaps Risk. A Fund’s use of total return swaps involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events; changes in interest rates; inflation and deflation; and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required in trading derivatives, including futures contracts, permit a high degree of leverage. Accordingly, a relatively small price movement may result in an immediate and substantial loss to a Fund. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The use
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of leveraged derivatives can magnify a Fund’s potential for loss and, therefore, amplify the effects of market volatility on the Fund’s share price.
Tax Risk. By investing in commodities indirectly through the Subsidiary, a Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. Each subsidiary is classified as a controlled foreign corporation for U.S. tax purposes. Typically, any gains/losses from trading in Section 1256 futures contracts, such as exchange-traded commodity futures contracts, are taxed 60% as long term capital gains/losses and 40% as short term capital gains/losses. However, because the Subsidiary is a controlled foreign corporation, any income received from its investments will be passed through to a Fund as ordinary income and reflected on shareholder’s tax Forms 1099 as such.
Technology Sector Risk. Technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
Timber and Forestry Sector Risk. The timber and forestry sector is highly cyclical and the market value of companies engaged in the ownership, management or upstream supply chain of forests and timberlands is strongly affected by changes in international economic conditions, interest rates, weather cycles, changing demographics, environmental conditions and government regulations, among other factors. For example, the volume and value of timber that can be harvested from timberlands is limited by natural disasters, fire, volcanic eruptions, insect infestation, disease, ice storms, wind storms, flooding, and other events. Climate conditions could intensify the effects of any of these factors. Many companies in the timber and forestry sector do not insure against damages to their timberlands. Companies in this sector are also subject to stringent federal, state and local environmental, health and safety laws and regulations.
Tracking Risk of ETFs. The ETFs in which a Fund may invest will not be able to replicate exactly the performance of the indices or sector 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, the ETFs in which a Fund may invest will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable indices.
Turnover Risk. A Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and could increase the amount of taxes you owe by generating short-term gains, which may be taxed at a higher rate. A Fund may have portfolio turnover rates in excess of 100%. Increased portfolio turnover causes a Fund to incur higher brokerage costs, which may adversely affect the Fund’s performance. Under certain market conditions, a Fund’s turnover may very high, and considerably higher than that of other funds.
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Underlying Fund Risk. Because a Fund may invest in other investment companies, including mutual funds, ETFs, closed-end funds or private funds, the value of your investment will fluctuate in response to the performance of the underlying funds. Investing in underlying funds involves certain additional expenses and certain tax results that would not arise if you invested directly in the underlying funds. By investing in underlying funds, you will bear not only your proportionate share of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly, similar expenses and charges of the underlying funds, including any contingent deferred sales charges and redemption charges. Finally, you may incur increased tax liabilities by investing in the Fund rather than directly in the underlying funds. Each underlying fund is subject to specific risks, depending on the nature of its investment strategy, including liquidity risk and default risk on the assets held by the underlying fund. Additional risks of investing in underlying funds are described below:
Closed-End Fund Risk. Closed-end funds are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing will be higher than the cost of investing directly in a closed-end fund, and may be higher than other mutual funds that invest directly in stocks and bonds. Closed-end funds are also subject to management risk because the adviser to the underlying closed-end fund may be unsuccessful in meeting the fund’s investment objective. These funds may also trade at a discount or premium to their net asset value, and may trade at a larger discount or smaller premium subsequent to purchase by a Fund. Since closed-end funds trade on exchanges, a Fund will also incur brokerage expenses and commissions when it buys or sells closed-end fund shares.
Inverse Correlation Risk. Underlying funds that are inverse funds should lose value as the index or security tracked by such fund’s benchmark increases in value; a result that is the opposite from traditional mutual funds. Successful use of inverse funds requires that the adviser correctly predict short-term market movements. If the Fund invests in an inverse fund and markets rise, a Fund could lose money. Inverse funds may also employ leverage such that their returns are more than one times that of their benchmark.
Management Risk. When a Fund invests in underlying funds there is a risk that the investment advisors of those underlying funds may make investment decisions that are detrimental to the performance of the Fund.
Mutual Fund Risk. Mutual funds are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing will be higher than the cost of investing directly in a mutual fund, and may be higher than other mutual funds that invest directly in stocks and bonds. Mutual funds are also subject to management risk because the advisor to the underlying mutual fund may be unsuccessful in meeting the fund’s investment objective and may temporarily pursue strategies which are inconsistent with a Fund’s investment objective.
Net Asset Value and Market Price Risk. The market value of ETF shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any point in time is not always identical to the
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supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when shares trade at a premium or discount to net asset value.
Strategies Risk. Each underlying fund is subject to specific risks, depending on the nature of the fund. These risks could include liquidity risk, sector risk, and foreign currency risk, as well as risks associated with equity securities, fixed income securities, commodities, and other derivatives.
U.S. Government Obligations Risk. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. A Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises.
Utilities Sector Risk. Deregulation may subject utility companies to greater competition and may adversely affect their profitability. As deregulation allows utility companies to diversify outside of their original geographic regions and their traditional lines of business, utility companies may engage in riskier ventures. In addition, deregulation may eliminate restrictions on the profits of certain utility companies, but may also subject these companies to greater risk of loss. Companies in the utilities industry may have difficulty obtaining an adequate return on invested capital, raising capital, or financing large construction projects during periods of inflation or unsettled capital markets; face restrictions on operations and increased cost and delays attributable to environmental considerations and regulation; find that existing plants, equipment or products have been rendered obsolete by technological innovations; or be subject to increased costs because of the scarcity of certain fuels or the effects of man-made or natural disasters. Existing and future regulations or legislation may make it difficult for utility companies to operate profitably. Government regulators monitor and control utility revenues and costs, and therefore may limit utility profits. There is no assurance that regulatory authorities will grant rate increases in the future, or that such increases will be adequate to permit the payment of dividends on stocks issued by a utility company. Energy conservation and changes in climate policy may also have a significant adverse impact on the revenues and expenses of utility companies.
Value Stock Risk. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock’s intrinsic worth, or the expected value was misgauged. Value stocks also may decline in price even though the portfolio manager believes that they are already undervalued. In addition, value stocks, at times, may not perform as well as growth stocks or the stock market in general, and may be out of favor with investors for varying periods of time.
Volatility Risk. Significant short-term price movements could adversely impact the performance of a Fund. Market conditions in which significant price movements develop, but then repeatedly reverse, could cause substantial losses due to prices moving against a Fund’s long or short positions (which may be based on prior trends). The performance of a Fund may be based in part on the prices of one or more of the VIX Futures or other volatility products in which the Fund invests. Each of the equity securities and volatility products held by a Fund are affected by a variety
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of factors and may change unpredictably, affecting the value of such equity securities and volatility products and, consequently, the value and the market price of the Fund’s shares.
Wholly-Owned Subsidiary Risk. Each Subsidiary will not be registered under the 1940 Act and, unless otherwise noted in this Prospectus, will not be subject to all of the investor protections of the 1940 Act. A Fund, by investing in the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, a Fund wholly owns and controls the Subsidiary. Shareholders of a Fund will indirectly be subject to the principal risks of the Subsidiary by virtue of the Fund’s investment in the Subsidiary. The investments of a Fund and Subsidiary are both managed by the Advisor or Sub-Advisor, making it unlikely that the Subsidiary will take action contrary to the interests of a Fund or its shareholders. The Board has oversight responsibility for the investment activities of a Fund, including its investment in the Subsidiary, and the Fund’s role as the sole shareholder of the Subsidiary. Also, the Advisor or Sub-Advisor, in advising the Subsidiary’s portfolio, will be subject to the same investment restrictions and operational guidelines that apply to advising the Fund. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns. Your cost of investing in the Fund will be higher because you indirectly bear the expense of the Subsidiary. Certain Funds and their Subsidiaries are “commodity pools” under the U.S. Commodity Exchange Act, as amended, and the Advisor is a “commodity pool operator” registered with, and regulated by, the Commodity Futures Trading Commission (“CFTC”). As a result, additional CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to a Fund and the Subsidiary and subject each to CFTC penalties if reporting was found to be deficient.
Portfolio Holdings Disclosure Policies
A description of the Funds’ policies regarding disclosure of the securities in the Funds’ portfolios is found in the SAI.
Cybersecurity
The computer systems, networks and devices used by the Funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, and security breaches. Despite the various protections utilized by the Funds and their service providers, systems, networks, or devices potentially can be breached. The Funds and their shareholders could be negatively impacted by a cybersecurity breach.
Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality.
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Cybersecurity breaches may cause disruptions and impact the Funds’ business operations, potentially resulting in financial losses; interference with the Funds’ ability to calculate its net asset value (“NAV”); impediments to trading; the inability of the Funds, the Adviser, the Sub-Advisor, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; and the inadvertent release of confidential information.
Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for the Funds’ shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future.
HOW TO BUY SHARES
Purchasing Shares
You may buy shares on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (“NYSE”) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Fund may also close early on days when NYSE closes early.
Each Fund calculates its NAV per share as of the close of regular trading on the NYSE every day the NYSE is open. The NYSE normally closes at 4:00 p.m. Eastern Time (“ET”). Each Fund’s NAV is calculated by taking the total value of the Fund’s assets, subtracting its liabilities, and then dividing by the total number of shares outstanding, rounded to the nearest cent.
All shares will be purchased at the NAV per share (plus applicable sales charges, if any) next determined after the Fund receives your application or request in good order (as described below). All requests received in good order by the Fund before 4:00 p.m. ET will be processed on that same day. Requests received after 4:00 p.m. ET will be processed on the next business day. The Funds reserve the right to reject any purchase order or payment method at their sole discretion.
When making a purchase request, make sure your request is in good order. “Good order” means your purchase request includes:
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the name of the applicable Fund and share class
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a completed and signed account application (for new accounts)
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the exact dollar amount of the investment
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for existing accounts, the account number and the name(s), exactly as registered on the account
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payment in U.S. dollars, payable to the Fund
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any documentation reasonably required by the Fund or Ultimus Fund Solutions LLC (the “Transfer Agent”) to verify the identity or authority of the purchaser, if applicable.
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Requests that are incomplete, unclear, or submitted without the required documentation may be delayed or rejected. The Funds and the Transfer Agent are not responsible for delays or losses due to requests that are not received in good order.
Sales Charge Waivers and Reductions Available Through Certain Financial Intermediaries
The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Funds or through a financial intermediary. Intermediaries may impose different sales charges other than those listed below for Class A shares and may have different policies and procedures regarding the availability of sales load and waivers or reductions. Such intermediary-specific sales charge variations are described in Appendix A to this prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers.” Appendix A is incorporated by reference into (or legally considered part of) this prospectus.
In all instances, it is the shareholder’s responsibility to notify a Fund or the shareholder’s financial intermediary at the time of purchase of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers. For reductions and waivers not available through a particular intermediary, shareholders will have to purchase Fund shares directly from a Fund or through another intermediary to receive these reductions or waivers.
Multiple Classes
Each Fund offers Class A, Class C and Class I shares. The Catalyst/Millburn Hedge Strategy Fund also offers Class C-1 shares. Each Class of shares has a different distribution arrangement and expenses to provide for different investment needs. This allows you to choose the class of shares most suitable for you depending on the amount and length of investment and other relevant factors. Sales personnel may receive different compensation for selling each class of shares. Each class of shares represents an interest in the same portfolio of investments in a Fund. Not all share classes may be available in all states.
Class A Shares
You can buy Class A shares at the public offering price, which is the NAV plus an up-front sales charge. You may qualify for a reduced sales charge, or the sales charge may be waived, as described below. The up-front sales charge also does not apply to Class A shares acquired through reinvestment of dividends and capital gains distributions. Intermediaries may impose different sales charges other than those listed below for Class A shares and may have different policies and procedures regarding the availability of sales load and waivers or reductions. Such intermediary-specific sales charge variations are described in Appendix A to this prospectus, titled
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“Intermediary-Specific Sales Charge Reductions and Waivers.” Class A shares are subject to a 12b-1 fee of 0.25%, which is lower than the 12b-1 fee of 1.00% for the Class C and Class C-1 shares. Please see Appendix A for more information.
The up-front Class A sales charge, and the commissions paid to dealers, for the Funds are as follows:
| Amount of Purchase | Sales Charge as % of Public Offering Price |
Sales Charge as % of Net Amount Invested |
Authorized Dealer Commission as % of Public Offering Price |
| Less than $50,000 | 5.75% | 6.10% | 5.00% |
| $50,000 but less than $100,000 | 4.75% | 4.99% | 4.00% |
| $100,000 but less than $250,000 | 4.00% | 4.17% | 3.25% |
| $250,000 but less than $500,000 | 3.00% | 3.09% | 2.50% |
| $500,000 but less than $1,000,000 | 2.50% | 2.56% | 2.00% |
| $1,000,000 and above(1) | 0.00% | 0.00% | 0.00%(2) |
| (1) | In the case of investments at or above the $1 million breakpoint (where you do not pay an initial sales charge), a 1.00% contingent deferred sales charge (“CDSC”) may be assessed on shares redeemed within two years of purchase. As explained below, the CDSC for these Class A shares is based on the NAV at the time of purchase. The holding period for the CDSC begins on the day you buy your shares. Some intermediaries may waive the CDSC under certain circumstances. Please refer to Appendix A for more information. Certain intermediaries may provide different CDSC waivers or discounts. Please refer to Appendix A to this prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers” for more information | |
| (2) | The Advisor may pay a commission out of its own resources to broker-dealers who initiate and are responsible for the purchase of shares of $1 million or more in accordance with the following schedule: 1.00% of Class A share purchases of $1,000,000 to $4,999,999; 0.50% of Class A share purchases of $5,000,000 to $9,999,999; and 0.25% of Class A share purchases of $10,000,000 and over. |
For each Fund, if you invest $1 million or more, either as a lump sum or through rights of accumulation quantity discount or letter of intent programs, you can buy shares without an initial sales charge.
How to Reduce Your Sales Charge
There are a number of ways to reduce or eliminate the up-front sales charge on Class A shares.
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Class A Sales Charge Reductions
Reduced sales charges are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under the following circumstances.
Letter of Intent: An investor may qualify for a reduced sales charge immediately by stating his or her intention to invest in one or more of the Funds, during a 13-month period, an amount that would qualify for a reduced sales charge and by signing a Letter of Intent, which may be signed at any time within 90 days after the first investment to be included under the Letter of Intent. However, if an investor does not buy enough shares to qualify for the lower sales charge by the end of the 13-month period (or when you sell your shares, if earlier), the additional shares that were purchased due to the reduced sales charge credit the investor received will be liquidated to pay the additional sales charge owed.
Rights of Accumulation: You may add the current value of all of your existing Catalyst Fund shares to determine the front-end sales charge to be applied to your current Class A purchase. Only balances currently held entirely at the Funds or, if held in an account through a financial services firm, at the same firm through whom you are making your current purchase, will be eligible to be added to your current purchase for purposes of determining your Class A sales charge. You may include the value of Catalyst Funds’ investments held by the members of your immediately family, including the value of Funds’ investments held by you or them in individual retirement plans, such as individual retirement accounts, or IRAs, provided such balances are also currently held entirely at the Funds or, if held in an account through a financial services firm, at the same financial services firm through whom you are making your current purchase. The value of shares eligible for a cumulative quantity discount equals the cumulative cost of the shares purchased (not including reinvested dividends) or the current account market value; whichever is greater. The current market value of the shares is determined by multiplying the number of shares by the previous day’s NAV. If you believe there are cumulative quantity discount eligible shares that can be combined with your current purchase to achieve a sales charge breakpoint, you must, at the time of your purchase (including at the time of any future purchase), specifically identify those shares to your current purchase broker-dealer.
Investments of $1 Million or More: For each Fund, with respect to Class A shares, if you invest $1 million or more, either as a lump sum or through our rights of accumulation quantity discount or letter of intent programs, you can buy Class A shares without an initial sales charge. However, you may be subject to a 1.00% CDSC on shares redeemed within two years of purchase (excluding shares purchased with reinvested dividends and/or distributions). The CDSC for these Class A shares is based on the NAV at the time of purchase. The holding period for the CDSC begins on the day you buy your shares. Your shares will age one month on that same date the next month and each following month. For example, if you buy shares on the 15th of the month, they will age one month on the 15th day of the next month and each following month. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC. If there are not enough of these to meet your request, we will sell the shares in the order they were purchased.
Class A Sales Charge Waivers: The Funds may sell Class A shares at NAV (i.e. without the investor paying any initial sales charge) to certain categories of investors, including:
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(1) investment advisory clients or investors referred by the Advisor or its affiliates; (2) officers and present or former Trustees of the Trust; directors and employees of selected dealers or agents; the spouse, sibling, parent or child (collectively “relatives”) of any such person; any trust, individual retirement account or retirement plan account for the benefit of any such person or relative; or the estate of any such person or relative; if such shares are purchased for investment purposes (such shares may not be resold except to the Fund); (3) the Advisor or its affiliates, and certain employee benefit plans for employees of the Advisor; (4) fee-based financial planners and registered investment advisors who are purchasing on behalf of their clients where there is an agreement in place with respect to such purchases; (5) registered representatives of broker-dealers who have entered into selling agreements with the Advisor for their own accounts; and (6) participants in no-transaction-fee programs of broker dealers that have entered into an agreement with respect to such purchases.
For more information regarding which intermediaries may have agreements with the Fund or distributor and their policies and procedures with respect to purchases at NAV, see Appendix A to this prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers.” In addition, certain intermediaries may also provide for different sales charge discounts, which are also described in Appendix A to this prospectus.
Additional information is available by calling 866-447-4228. Your financial advisor can also help you prepare any necessary application forms. You or your financial advisor must notify the Funds at the time of each purchase if you are eligible for any of these programs. The Funds may modify or discontinue these programs at any time. Information about Class A sales charges and breakpoints is available on the Funds’ website at www.CatalystMF.com.
Class C Shares
You can buy Class C shares at NAV. Class C shares are subject to a 12b-1 fee of 1.00% of the Fund’s average daily net assets. Because Class C shares pay a higher 12b-1 fee than Class A shares, Class C shares have higher ongoing expenses than Class A shares.
Class C-1 Shares
Availability of Class C-1 shares is subject to agreement between the distributor and financial intermediary. Class C-1 shares may also be available on certain brokerage platforms. An investor transacting in Class C-1 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.
Class C-1 shares are sold without an initial front-end sales charge so that the full amount of your purchase is invested in a Fund. A deferred sales charge of 1.00% applies, however, if Class C-1 shares are sold within 12 months of purchase. Shares acquired through reinvestment of dividends or capital gains distributions are not subject to a deferred sales charge. In addition, the deferred sales charge may be waived in certain circumstances. See “Waiver of Deferred Sales Charge” below. The deferred sales charge is based upon the lesser of: (1) the NAV of the shares redeemed, or (2) the original purchase price of such shares. The holding period for the deferred sales charge begins on the day you buy your shares. Your shares will age one month on the same date the next month and each following month. For example, if you buy shares on the 15th of the month, they
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will age one month on the 15th day of the next month and each following month. To keep your deferred sales charges as low as possible, each time you place a request to sell shares, we will first sell any shares in your account that are not subject to a deferred sales charge. If there are not enough of these shares available, we will sell shares that have the lowest deferred sales charge. For purposes of the deferred sales charge, we use the effective date for each individual purchase.
Waiver of Deferred Sales Charge: Certain intermediaries may provide for sales charge discounts, which are described in Appendix A to this prospectus, entitled “Intermediary-Specific Sales Charge Reductions and Waivers.”
Class I Shares
Sales of Class I shares are not subject to a front-end sales charge or an annual 12b-1 fee. The Catalyst/Aspect Enhanced Multi-Asset Fund has adopted a 12b-1 plan for Class I shares pursuant to which the Class is subject to a 12b-1 fee of 0.25% of its average daily net assets. The 12b-1 plan has not been implemented for Class I shares of the Catalyst/Aspect Enhanced Multi-Asset Fund, and there are no plans to do so. Availability of Class I shares is subject to agreement between the distributor and financial intermediary. Class I Shares may also be available on certain brokerage platforms. An investor transacting in Class I 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.
Distribution Plans
Each Fund has adopted distribution and service plans under Rule 12b-1 of the 1940 Act that allows each Fund to pay distribution and/or service fees in connection with the distribution of its Class A and Class C shares, and for services provided to shareholders. The Catalyst/Millburn Hedge Strategy Fund has adopted a distribution and service plan under Rule 12b-1 of the 1940 Act for its Class C-1 shares. Because these fees are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Class A Shares. Under the Funds’ Plan related to Class A shares, each Fund may pay an annual fee of up to 0.50% of the average daily net assets of the respective Fund’s Class A shares (the “Class A 12b-1 Fee”) for shareholder services and distribution related expenses. Each Fund is currently paying a Class A 12b-1 Fee of 0.25% of its average daily net assets. If authorized by the Board of Trustees and upon notice to shareholders, a Fund may increase the percentage paid under the Plan up to the Class A 12b-1 Fee amount. All or a portion of the distribution and services fees may be paid to your financial advisor for providing ongoing services to you.
Class C Shares. Under the Funds’ Plan related to Class C shares, each Fund may pay an annual fee of up to 1.00% of the average daily net assets of the respective Fund’s Class C shares. All or a portion of the distribution and services fees may be paid to your financial advisor for providing ongoing services to you.
Class C-1 Shares. Under the Fund’s Plan related to Class C-1 shares, the Fund may pay an annual fee of up to 1.00% of the average daily net assets of the Fund’s Class C-1 shares. All or a portion
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of the distribution and services fees may be paid to your financial advisor for providing ongoing services to you.
Class I Shares. (Catalyst/Aspect Enhanced Multi-Asset Fund only) Under the Fund’s Plan related to the Class I shares, the Fund may pay an annual fee of 0.25% of the average daily net assets of the Fund’s Class I shares. The Fund is not currently paying 12b-1 fees, and there are no plans to impose these fees.
Opening an Account
You may purchase shares directly through the Funds’ Transfer Agent or through a brokerage firm or other financial institution that has agreed to sell Fund shares. If you purchase shares through a brokerage firm or other financial institution, you may be charged a fee by the firm or institution.
If you are investing in a Fund for the first time through the Fund’s Transfer Agent, you need to establish an account with the Fund. Accounts may be opened online at www.CatalystMF.com, or by mailing a completed Shareholder Account Application, along with payment (in the form of a check, federal funds wire transfer or ACH (Automated Clearing House) to the Fund at the appropriate address below. Shareholder Account Applications may be obtained on the Funds’ website at www.CatalystMF.com or by calling 1-866-447-4228. Be sure to sign up for all the account options that you plan to take advantage of. For example, if you would like to be able to redeem your shares by telephone, you should select this option on your Shareholder Account Application. Doing so when you open your account means that you will not need to complete additional paperwork later.
Send the completed Shareholder Account Application and payment to the appropriate Fund to the following address:
|
Regular Mail
Catalyst Funds |
Express/Overnight Mail
Catalyst Funds |
Payment Methods and Funding Requirements: All purchases must be made in U.S. dollars and checks must be drawn on U.S. banks. Payment for purchases made online may only be made through an ACH (Automated Clearing House) debit of your bank account. Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions with the Funds. To establish ACH instructions, shareholders must provide the required banking information on the Shareholder Account Application or other documentation acceptable to the Fund or its transfer agent, including a voided check or other bank account verification acceptable to the Fund or its transfer agent. At least one registered owner of the Fund account must be an owner of the designated bank account. ACH payments will not be accepted for initial purchases, except those made online. Cash equivalents, for example, cash, cashier’s checks, bank official checks, certified checks, bank money orders, third party checks (except for properly endorsed IRA transfer and
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rollover checks), counter checks, starter checks, traveler’s checks, money orders, credit card checks, cryptocurrency and checks drawn on non-U.S. financial institutions will generally not be accepted. A $20 fee will be charged against your account for any payment check returned to the transfer agent or for any incomplete electronic funds transfer, or for insufficient funds, stop payment, closed account or other reasons. If a check does not clear your bank, or a Fund is unable to debit your predesignated bank account on the day of purchase, the Fund reserves the right to cancel the purchase. If your purchase is canceled, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of a decline in the value of the canceled purchase.
If you choose to pay by wire, you must call the Funds’ transfer agent at 1-866-447-4228 to obtain instructions on how to set up your account and to obtain an account number and wire instructions.
Wire orders will be accepted only on a day on which the Funds, Custodian and Transfer Agent are open for business. A wire purchase will not be considered made until the wired money and purchase order are received by the Funds. Any delays that may occur in wiring money, including delays that may occur in processing by the banks, are not the responsibility of the Funds or the Transfer Agent. The Funds presently do not charge a fee for the receipt of wired funds, but the Funds may charge shareholders for this service in the future.
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an account, we will ask for your name, address, date of birth, Social Security Number or Taxpayer Identification Number, and other information that will allow us to identify you. We may also ask for other identifying documents or information, and may take additional steps to verify your identity. We may not be able to open your account or complete a transaction for you until we are able to verify your identity.
Minimum Purchase Amount
The minimum initial investment in each share class of a Fund is $2,500 for a regular account, $2,500 for an IRA account, or $100 for an automatic investment plan account. The minimum subsequent investment in each share class of a Fund is $50. The Funds reserve the right to change the amount of these minimums from time to time, or to waive them, in whole or in part, for certain accounts. Investment minimums may be higher or lower for investors purchasing shares through a brokerage firm or other financial institution. To the extent investments of individual investors are aggregated into an omnibus account established by an investment advisor, broker or other intermediary, the account minimums apply to the omnibus account, not to the account of the individual investor.
Automatic Investment Plan
You may open an automatic investment plan account with a $100 initial purchase and a $100 investment on a periodic basis. If you have an existing account that does not include the automatic investment plan, you can contact the Funds’ Transfer Agent to establish an automatic investment plan. The automatic investment plan provides a convenient method to have monies deducted directly from your bank account for investment in the Funds. You may authorize the automatic
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withdrawal of funds from your bank account for a minimum amount of $100. The Funds may alter, modify or terminate this plan at any time. To begin participating in this plan, please complete the Automatic Investment Plan Section found on the application or contact the Funds at 1-866-447-4228.
Additional Investments
You may purchase additional shares of a Fund by check, wire or ACH debit of your bank account of record. Payment for shares purchased online may be made only through an ACH debit of your bank account of record. Your bank wire should be sent as outlined above. You also may purchase Fund shares by making automatic periodic investments from your bank account. To use this feature, select the automatic investment option in the account application and provide the necessary information about the bank account from which your investments will be made. You may revoke your election to make automatic investments by calling 1-866-447-4228 or by writing to the Funds at:
|
Regular Mail
Catalyst Funds |
Express/Overnight Mail
Catalyst Funds |
Other Purchase Information
Each Fund may limit the amount of purchases and refuse to sell to any person. If any payment for shares, including payment by check, ACH, or wire, does not clear or is not received in “good funds”, you will be responsible for any loss incurred by the Fund. “Good funds” means funds that have cleared and are available for use by the Fund or the Transfer Agent. Wire purchases are generally considered to be in good funds upon receipt. If you are already a shareholder, a Fund can, with notice, redeem shares from any identically registered account in the Fund as reimbursement for any loss incurred. You may be prohibited or restricted from making future purchases in the Funds.
Payments made by check or ACH may be subject to a collection period to ensure that funds have cleared and are received in good funds. The Fund and its Transfer Agent reserve the right to delay the disbursement of redemption or exchange proceeds from shares purchased by check or ACH for up to 10 business days (or longer, if necessary) to allow the payment to clear. During this period, the proceeds of newly purchased shares are not available for redemption or exchange. This policy does not apply to purchases made by wire transfer, which are generally considered good funds upon receipt.
Each Fund has authorized certain broker-dealers and other financial institutions (including their designated intermediaries) to accept on its behalf purchase and sell orders. These broker-dealers and financial institutions may charge a fee for their services. A Fund is deemed to have received an order when the authorized person or designee receives the order, and the order is processed at
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the NAV next calculated thereafter. It is the responsibility of the broker-dealer or other financial institution to transmit orders promptly to the Fund’s Transfer Agent.
Market Timing
The Funds discourage market timing. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. To the extent that a Fund significantly invests in small or mid-capitalization equity securities or derivative investments, because these securities are often infrequently traded, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of these securities (referred to as price arbitrage). Market timing may result in dilution of the value of Fund shares held by long term shareholders, disrupt portfolio management, and increase Fund expenses for all shareholders.
Your investment in a Fund should be intended to serve as a long-term investment vehicle. The Funds are not designed to provide you with a means of speculating on the short-term fluctuations in the stock market. Each Fund reserves the right to reject any purchase request that it regards as disruptive to the efficient management of the Fund, which includes investors with a history of excessive trading.
The Board has adopted a policy directing the Funds to reject any purchase order with respect to one investor, a related group of investors or their agent(s), where it detects a pattern of purchases and sales of a Fund that indicates market timing or trading that it determines is abusive. This policy applies uniformly to all Fund shareholders. Each Fund also reserves the right to stop offering shares at any time.
While the Funds attempt to deter market timing, there is no assurance that they will be able to identify and eliminate all market timers. For example, certain accounts, called “omnibus accounts,” include multiple shareholders. Omnibus accounts typically provide each Fund with a net purchase or redemption request on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another, and the identities of individual purchasers and redeemers whose orders are aggregated are not known by the Fund. The netting effect often makes it more difficult for the Funds to detect market timing, and there can be no assurance that the Funds will be able to do so.
HOW TO REDEEM SHARES
You may redeem your shares on any business day. Redemption orders received in good order by the Funds’ Transfer Agent or by a brokerage firm or other financial institution that sells Fund shares, and is authorized to accept redemption orders on the Funds’ behalf, before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET) will be effective at that day’s NAV. If you purchased Shares using a check or ACH and soon after request a redemption, your redemption proceeds, which are payable at the next determined NAV following the receipt your redemption request in “good order,” as described below, will not be sent until the check used for your purchase payment has cleared your bank.
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It may take up to seven calendar days following the receipt of your redemption request by any method to pay out redemption proceeds by check or electronic transfer. The Funds also reserve the right to delay payment for shares recently purchased by check or ACH until the payment has cleared, which may take up to 10 business days, or longer if necessary. 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 tax withheld, the redemption will be subject to withholding. State income tax withholding may also apply depending on your state of residence and applicable state law. Withholding is not a determination of your actual tax liability.
The Funds’ Transfer Agent imposes a $15 fee for each wire redemption and deducts the fee directly from your account. This fee is subject to change without notice. Your bank may also impose a fee for the incoming wire. The Funds and the Transfer Agent are not responsible for any delays or additional fees imposed by the receiving bank or any intermediary institution.
The Funds typically expect to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will be used in regular and stressed market conditions.
Shares of the Funds may be redeemed by mail, telephone or online. Redemptions will be paid by check, wire or ACH transfer only. Proceeds will generally be sent to the shareholder’s address of record or bank account of record, unless alternate payment instructions are submitted in good order with any required Medallion Signature Guarantee or other documentation acceptable to the Funds or their Transfer Agent. Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions with the Funds. For shareholder protection, a request for an electronic redemption to a bank account that has been on file for less than 30 calendar days will be rejected. To proceed with the redemption, you must either (a) provide a written request with a Medallion Signature Guarantee, or (b) request payment by a check sent to your address of record. If you redeem your shares through a broker-dealer or other institution, you may be charged a fee by that institution.
By Mail. You may redeem any part of your account in a Fund at no charge by mail. Your request, in good form, should be addressed to:
|
Regular Mail
Catalyst Funds |
Express/Overnight Mail
Catalyst Funds |
When making a redemption request, make sure your request is in good order. “Good order” means your request for redemption must include:
|
■ the name of the Fund and the account number
■ the exact dollar amount or number of shares to be redeemed |
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|
■ 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
■ 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 Funds and their Transfer Agent are not responsible for processing delays or losses resulting from requests not received in good order.
Signature Guarantees: To protect shareholders and the Funds against potential fraud, a signature guarantee, specifically a Medallion Signature Guarantee (“MSG”), may be required in certain circumstances. An MSGis 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 Funds or the Transfer Agent may require a MSG in situations including the following:
| ● | The redemption amount exceeds $100,000, or such other threshold as determined by the Funds or the Transfer Agent; |
| ● | 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 a person or entity other than the registered account owner; |
| ● | The proceeds are directed to a financial institution account not held in the shareholder’s name; |
| ● | The account registration or ownership is being changed; |
| ● | Redemption instructions are submitted by mail with alternate delivery instructions, special handling, or other non-standard processing; or |
| ● | Any other situation where the Funds or their Transfer Agent reasonably determines that additional documentation or verification is warranted. |
MSGs must be obtained from eligible guarantor institutions that are members of a MSG 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 an MSG.
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Shareholders should contact the Funds’ Transfer Agent in advance of submitting any transaction requests if they are uncertain whether a MSG is required. The Funds’ Transfer Agent reserves the right to reject an MSG.
You can obtain a signature guarantee from most banks and securities dealers, but not from a notary public. For joint accounts, both signatures must be guaranteed. Please call the Transfer Agent at 1-866-447-4228 if you have questions. At the discretion of the Funds, you may be required to furnish additional legal documents to ensure proper authorization.
By Telephone. You may redeem any part of your account in a Fund by calling the Transfer Agent at 1-866-447-4228. You must first complete the Optional Telephone Redemption and Exchange section of the investment application to institute this option. Telephone redemptions are generally limited to $100,000 per account. Requests for amounts above this limit must be submitted in writing and must include an MSG. For your protection, telephone redemptions may be restricted for 30 calendar days following a change of address or banking information. The Fund may also require a signature guarantee or other documentation for certain transactions.
If redeeming from an IRA account, you will be asked whether or not the Fund should withhold federal income tax. The Funds, the Transfer Agent and the Custodian are not liable for following redemption instructions communicated by telephone to the extent that they reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller.
The Funds may terminate the telephone redemption procedures at any time. During periods of extreme market activity, it is possible that shareholders may encounter some difficulty in telephoning the Funds, although neither the Funds nor the Transfer Agent have ever experienced difficulties in receiving or responding to telephone requests for redemptions or exchanges in a timely fashion. If you are unable to reach the Funds by telephone, you may request a redemption or exchange by mail.
Systematic Withdrawal Plan. Shareholders may elect to participate in a Systematic Withdrawal Plan (“SWP”) to have a specified amount withdrawn from their account on a periodic basis. Withdrawals may be made in any amount and at any frequency selected by the shareholder. To establish an SWP, please complete the appropriate form or contact the Transfer Agent.
Redemptions in Kind: Each Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities (“redemption in kind”) if the amount is greater than the lesser of $250,000 or 1% of a Fund’s assets. The securities will be chosen by a Fund and valued under the Fund’s NAV procedures. A shareholder will be exposed to market risk until these securities are converted to cash, and may incur transaction expenses in converting these securities to cash. However, the Board of Trustees has determined that, until otherwise approved by the Board of Trustees, all redemptions in the Funds be made in cash only. If the Board of Trustees determines to allow a Fund to redeem in kind in the future, the Fund will provide shareholders with notice of such change to the redemption policy.
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Additional Redemption Information. If you are not certain of the requirements for redemption, please call the Transfer Agent at 1-866-447-4228. Redemptions specifying a certain date or share price cannot be accepted and will be returned. You may be assessed a fee if a Fund incurs bank charges because you request that the Fund re-issue a redemption check. Also, when the NYSE is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, or under any emergency circumstances, as determined by the SEC, the Funds may suspend redemptions or postpone payment dates.
Because each Fund incurs certain fixed costs in maintaining shareholder accounts, a Fund may require you to redeem all of your shares in the Fund on 30 days written notice if the value of your shares in the Fund is less than $2,500 due to redemption, or such other minimum amount as the Fund may determine from time to time. You may increase the value of your shares in a Fund to the minimum amount within the 30-day period. All shares of a Fund are also subject to involuntary redemption if the Board determines to liquidate the Fund. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you should consult your tax advisor.
Certain states have unclaimed property laws that may require a 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 state’s 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 a 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.
If you elect to receive your dividend and capital gain distributions via check, ACH or wire, and the distribution amount is $50 or less, then the amount will be automatically reinvested as additional shares into your account. For non-retirement and non-educational accounts, any dividend and capital gain distributions sent by check which are not cashed within 180 days will be reinvested into your account at the current day’s NAV. When reinvested, those amounts are subject to market risk like any other investment. Your distribution option will automatically be converted to having all dividends and capital gain distributions reinvested into your account as additional shares if any of the following occur:
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| ● | Postal or other delivery service is unable to deliver mail or checks to the address of record, thereby designating your account as “lost” |
| ● | Dividends and capital gain distributions checks are not cashed within 180 days; or |
| ● | Bank account of record is no longer valid |
For non-retirement and non-educational accounts, redemption proceeds sent by check which are not cashed within 180 days will be reinvested into your account at the current day’s NAV. When reinvested, redemption proceeds are subject to market risk like any other investment.
Online Transactions
All online transaction requests are subject to the terms of this prospectus. To establish online transaction privileges, you must enroll through the website at www.CatalystMF.com. You automatically have the ability to establish online transaction privileges, unless you decline the privileges on your Shareholder Account Application or IRA Application. You will be required to enter into a user’s agreement through the website in order to enroll in these privileges. New accounts may not be established via the website and must be opened by submitting a completed application by mail. All subsequent online purchases must be made via ACH. Please be advised that proceeds from the redemption of shares recently purchased by ACH may be held for up to 10 business days to ensure the purchase has cleared. Redemption proceeds may be sent to you by check to the address of record, or if your account has existing bank information, by wire or ACH. Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions through the Funds’ website. Transactions through the website are subject to the same minimums and maximums as other transaction methods. Online transactions are subject to the same purchase minimums and maximums as other purchase methods. However, the maximum online redemption amount is $100,000. All redemption requests exceeding your applicable online limit must be submitted in writing and must include a valid MSG if required.
You should be aware that the internet is an unsecured, unstable, unregulated and unpredictable environment. Your ability to perform online transactions is dependent upon the internet and equipment, software, systems, data, and services provided by various vendors and third parties. While the Funds and their service providers have established certain security procedures, the Funds, their Distributor, and their Transfer Agent cannot assure you that trading information will be completely secure. There may also be delays, malfunctions or other inconveniences generally associated with this medium. There also may be times when the website is unavailable for Fund transactions or other purposes. Should this happen, you should consider purchasing or redeeming shares by another method. Neither the Funds nor their Transfer Agent, Distributor nor Advisor will be liable for any such delays or malfunctions, or unauthorized interception or access to communications or account information.
Exchange Privilege
You may exchange shares of a particular class of a Fund only for shares of the same class of another fund in the Catalyst family of funds (including other Catalyst funds offered by a separate prospectus), provided your account registration information of the other fund is the same. For
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example, you can exchange Class A shares of the Catalyst Buffered Shield Fund for Class A shares of the Catalyst Systematic Alpha Fund. Shares of the fund selected for exchange must be available for sale in your state of residence. You must meet the minimum purchase requirements for the fund you purchase by exchange. For tax purposes, exchanges of shares involve a sale of shares of the Fund you own and a purchase of the shares of the other fund, which may result in a capital gain or loss. In order to exchange shares of a Fund on a particular day, the Fund or its designated agent must receive your request before the close of regular trading on the NYSE (normally 4:00 p.m. ET) that day. Exchanges are made at the NAV determined after the order is considered received. You will not be charged the upfront sales charge or the CDSC on exchanges of Class A shares.
You will not be charged the CDSC on exchanges of Class C-1 shares.
Converting Shares
Shareholders of a Fund may elect on a voluntary basis to convert their shares in one class of the Fund into shares of a different class of the same Fund, subject to satisfying the eligibility requirements for investment in the new share class.
Shares held through a financial intermediary offering different programs and fee structures that has an agreement with the Advisor or the Funds’ Distributor may be converted by the financial intermediary, without notice, to another share class of the Funds, including share classes with a higher expense ratio than the original share class, if such conversion is consistent with the fee based or wrap fee program’s policies.
Class C shares convert automatically to load-waived Class A shares after ten years (unless otherwise provided by your financial intermediary), provided that the financial intermediary through which you purchased Class C shares has records verifying that the Class C shares have been held for at least ten years, Class A shares are available for purchase by persons in your state or territory of residence, and the shares are not subject to a CDSC. You should consult your financial representative for more information about eligibility for Class C share conversion. Under the Funds’ Plan related to Class A shares, each Fund may pay an annual fee of up to 0.50% of the average daily net assets of its Class A shares (the “Class A 12b-1 Fee”) for shareholder services and distribution related expenses (Class C shares presently pay a 1.00% 12b-1 fee). Each Fund is currently paying a Class A 12b-1 Fee of 0.25% of its average daily net assets. If authorized by the Board of Trustees and upon notice to the shareholders, a Fund may increase the percentage paid under the 12b-1 Plan up to the Class A 12b-1 Fee amount. Because these fees are paid out of each Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Class C-1 shares convert automatically to load-waived Class A shares after ten years (unless otherwise specified by your financial intermediary), provided that the financial intermediary through which you purchased Class C-1 shares has records verifying that the Class C-1 shares have been held for at least ten years, Class A shares are available for purchase by persons in your state or territory of residence, and the shares are not subject to a CDSC. You should consult your financial representative for more information about eligibility for Class C-1 share conversion. Under the Funds’ Plan related to Class A shares, the Fund may pay an annual fee of up to 0.50%
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of the average daily net assets of its Class A shares (the “Class A 12b-1 Fee”) for shareholder services and distribution related expenses (Class C-1 shares presently pay a 1.00% 12b-1fee). The Fund is currently paying a Class A 12b-1 Fee of 0.25% of its average daily net assets. If authorized by the Board and upon notice to the shareholders, the Fund may increase the percentage paid under the 12b-1 Plan up to the Class A 12b-1 Fee amount. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any front-end sales load. A share conversion within a Fund will not result in a capital gain or loss for federal income tax purposes. The Funds may change, suspend or terminate these conversion features at any time.
Account Statements and Transaction Confirmations
You will receive periodic account statements summarizing all account activity, including purchases, redemptions, exchanges, and any reinvested dividends or capital gains. Additionally, a transaction confirmation will be sent for each financial transaction that occurs in your account, except for those taking place on a recurring basis, such as through an automatic investment plan or for dividend and capital gain distributions. For recurring transactions, the details will appear on your periodic account statement, serving as confirmation for such activity.
It is your responsibility to carefully review all transaction confirmations and account statements for accuracy immediately upon receipt. You must contact the Funds or their Transfer Agent in writing or by telephone promptly within 60 days of the date of the statement or confirmation that first reflects the disputed item. If you fail to provide timely notification within this 60-day period, you will be deemed to have ratified all account activity set forth therein, and the Funds and their agents will not be liable for any losses that may result from your failure to report the issue.
VALUING THE FUNDS’ ASSETS
Each Fund’s assets are generally valued at its market value. If market prices are not available or, in the Advisor’s opinion, market prices do not reflect fair value, or if an event occurs after the close of trading on the domestic or foreign exchange or market on which the security is principally traded (but prior to the time the NAV is calculated) that materially effects fair value, the Advisor, as the Board of Trustees’ valuation designee, will value the Funds’ assets at their fair value according to policies approved by the Board of Trustees. For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Advisor may need to price the security using the Fund’s fair value pricing guidelines. In these cases, the Fund’s NAV will reflect certain portfolio securities’ fair value rather than their market price. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security. The fair value prices can differ from market prices when they become available or when a price becomes available. Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Securities trading on overseas markets present time zone arbitrage opportunities when events effecting portfolio security values occur
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after the close of the overseas market, bur prior to the close of the U.S. market. Fair valuation of a Fund’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a Fund’s NAV by short-term traders. The Funds may use pricing services to determine market value. The NAV for a Fund investing in other investment companies is calculated based upon the NAV of the underlying mutual fund in its portfolio, and the prospectuses of those companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. Because the Funds may invest in securities primarily listed on foreign exchanges, and these exchanges may trade on weekends or other days when the Funds do not price its shares, the value of some of the Funds’ portfolio securities may change on days when you may not be able to buy or sell Fund shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
Each Fund typically distributes substantially all of its net investment income in the form of dividends and taxable capital gains to its shareholders. These distributions are automatically reinvested in the applicable Fund, unless you request cash distributions on your application or through a written request to the Fund. Each Fund expects that its distributions will consist of both capital gains and dividend income. The Catalyst Buffered Shield Fund, Catalyst/Millburn Hedge Strategy Fund, and Catalyst/Aspect Enhanced Multi-Asset Fund intend to make annual dividend distributions. The Catalyst Systematic High Income Fund, Catalyst Systematic Alpha Fund and Catalyst Nasdaq-100 Hedged Income Fund intend to make monthly dividend distributions. Each Fund may make distributions of its net realized capital gains (after any reductions for capital loss carry forwards) annually.
If a shareholder purchases shares after a Fund has realized but not yet distributed income or capital gains, the purchase price may include the amount of the upcoming distribution, and the shareholder may pay full price for the shares and later receive a portion of the purchase price back as a taxable distribution. In such case, the shareholder will be taxed upon receipt of such distribution, even though the distribution effectively represents a return of a portion of the purchase price. This is known as “buying a dividend.”
Please refer to the sub-heading “Distribution Policy and Goals” under the section headings “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Strategies – Catalyst Systematic High Income Fund” and “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Risks” for a detailed description of the Catalyst Systematic High Income Fund’s distribution policy and tax consequences.
Please refer to the sub-heading “Distribution Policy and Goals” under the section headings “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Strategies – Catalyst Nasdaq-100 Hedged Income Fund” and “Additional Information About the Funds’ Principal Investment Strategies and Related Risks – Principal Investment Risks” for a detailed description of the Catalyst Nasdaq-100 Hedged Income Fund’s distribution policy and tax consequences.
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Taxes
In general, selling shares of a Fund and receiving distributions (whether reinvested or taken in cash) are taxable events. Depending on the purchase price and the sale price, you may have a gain or a loss on any shares sold. Any tax liabilities generated by your transactions or by receiving distributions are your responsibility. You may want to avoid making a substantial investment when the Fund is about to make a taxable distribution because you would be responsible for any taxes on the distribution, regardless of how long you have owned your shares. A Fund may produce capital gains even if it does not have income to distribute and performance has been poor.
Early each year, the Funds mail a statement setting forth the federal income tax information for all distributions made during the previous year. If you do not provide your taxpayer identification number, your account will be subject to backup withholding.
The Funds must report to the IRS and furnish to shareholders the cost basis information for shares purchased and sold. The Fund uses average cost as its standing (default) tax lot identification method for all shareholders, which means this method is used to determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing NAVs and the entire position is not sold at one time. Shareholders may, however, choose a method other than the Funds’ standing method at the time of their purchase or upon sale of covered shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how cost basis reporting applies to them. Shareholders also should carefully review the cost basis information provided to them by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.
The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities. Because each investor’s tax circumstances are unique, please consult with your tax advisor about your investment.
Certain U.S. shareholders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from a Fund and net gains from the disposition of shares of a 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 a Fund.
Federal and State Income Tax Withholding (IRAs and Other Retirement Accounts)
Distributions from IRAs and other retirement accounts may be subject to federal income tax withholding and, where applicable, state income tax withholding. Federal income tax generally will be withheld from IRA distributions unless you elect otherwise on the applicable request form. If you do not make a withholding election, withholding will be applied in accordance with applicable law and IRS rules. State income tax withholding may also apply depending on your state of residence and applicable state law. Withholding is not a determination of your actual tax liability.
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ADVISOR AND SUB-ADVISORS OF THE FUNDS
Advisor
Catalyst Capital Advisors LLC, a New York limited liability company located at 207 Calle del Parque, AM Tower, Floor 7, Suite 2, San Juan, PR 00912-3242, serves as advisor to the Funds. The Advisor was formed on January 24, 2006. Advising the Catalyst Funds is currently its primary business. The Advisor is under common control with AlphaCentric Advisors LLC (“AlphaCentric”) and Rational Advisors, Inc. (“Rational”), the investment advisors of other funds in the same group of investment companies, also known as the “Fund Complex.” MFund Services, LLC, an affiliate of the Advisor, provides the Funds with management, legal administrative, and compliance services. Under the terms of the advisory agreement, Catalyst Capital Advisors LLC oversees the day-to-day investment decisions for the Funds and continuously reviews, oversees and administers each Fund’s investment program.
Portfolio Managers: Catalyst Systematic Alpha Fund and Catalyst Systematic High Income Fund
David Miller, Senior Portfolio Manager, Chief Investment Officer, and Co-Founder of the Advisor.
Mr. Miller is a Senior Portfolio Manager, Chief Investment Officer, and Co-Founder of the Advisor. He is also Co-Owner, Chief Investment Officer and Senior Portfolio Manager of Rational since 2016, Member and Chief Investment Officer of AlphaCentric Advisors LLC since 2026, and Member and Chief Investment Officer of Catalyst International Advisors LLC since 2019. Mr. Miller is a member of Insights Media LLC since 2019. He received a BS in Economics from the University of Pennsylvania, Wharton School and an MBA in Finance from the University of Michigan, Ross School of Business.
Charles Ashley, Portfolio Manager of the Advisor.
Mr. Ashley has served as a portfolio manager of the Advisor since November 2017. Mr. Ashley joined the Advisor in February 2016 as a senior analyst to provide investment research and assist with the day-to-day management of several mutual funds. He also joined Rational in 2016 as a senior analyst and has served as a Portfolio Manager of Rational since 2019, and has assisted with certain research support activities for AlphaCentric since 2026. Mr. Ashley has served as Portfolio Manager of Catalyst International Advisors LLC since 2026. Mr. Ashley has an MBA from the University of Michigan, Ross School of Business and a B.A. from the Michigan State University, Eli Broad College of Business.
Sub-Advisor: Catalyst Buffered Shield Fund
The Fund’s investment sub-advisor is Exceed Advisory LLC, located at 245 5th Avenue, 5th Floor, New York, NY 10016 (“Exceed”). Exceed is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). Exceed was founded in July 2014 and is a registered investment advisor providing investment advisory services to registered investment companies.
Subject to the oversight of the Advisor, Exceed is primarily responsible for the day-to-day management of the Fund’s portfolio. In addition, the Sub-Advisor is responsible for maintaining
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certain transaction and compliance related records of the Fund. As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Exceed 50% of the net advisory fees that the Advisor receives from the Fund.
Portfolio Manager: Catalyst Buffered Shield Fund
Joseph Halpern, Chief Executive Officer and Portfolio Manager of Exceed.
Mr. Halpern has served as a portfolio manager of the Buffered Shield Fund since April 2015. He founded Exceed in 2013 and has served as the Chief Executive Officer and Portfolio Manager since its inception. Since May 2017, Mr. Halpern has also held various roles at Fountainhead Capital Management, LLC (FCM), Fountainhead AM, LLC (FAM) and Fountainhead Retirement Services, LLC, (FRS), each an affiliated registered investment advisor (RIA). Mr. Halpern has served as Chief Compliance Officer at FCM and FAM as of February 2018, and FRS as of April 2019. Mr. Halpern has served as Chief Investment Officer of FAM since May 2017. Mr. Halpern has also served as a Senior Advisor to OmegaPoint Research, Inc., a fintech company providing an advanced portfolio intelligence engine and, separately, provided expert witness consulting on derivative-related legal matters since April 2018. From December 2016 to June 2017, he was a Portfolio Manager of Catalyst. From 2010 to founding the Sub-Advisor in 2013, Mr. Halpern was a director at Lamco, the asset management division of Lehman Brothers Holdings Inc. where he managed the exotic derivatives commodities book, was chief negotiator on a number of global bank settlements, and was a lead member of a task force on structured products. Between 2007 and 2010, Mr. Halpern was Director on the Equity Derivatives Trading desk of ING Financial Markets (“ING”), a global financial institution. From 2006 to 2007, Mr. Halpern was SVP of Strategy and Risk for Kellogg Capital Group’s derivatives division. From 2002 to 2006, Mr. Halpern was a partner at Halpern Capital, a boutique investment bank focusing on investment banking and trading services, in addition to providing independent research to institutional clients. Mr. Halpern began his career in 1996 as a derivatives trader at Letco Specialists, which has since been acquired by TD Securities, and became its youngest partner before leaving in 2002. Mr. Halpern has a BS from New York University, Stern School of Business.
Sub-Advisor: Catalyst/Millburn Hedge Strategy Fund
Millburn Ridgefield LLC, a Delaware limited liability company located at 55 West 46th Street, 31st Floor, New York, NY 10036 (“Millburn”), is the investment sub-adviser to the Fund. Millburn is a registered investment adviser providing investment management or advisor services to mutual funds, pooled investment vehicles that it sponsors, and separate accounts. The principal owners of Millburn are Harvey Beker, Crapple Marital Trust, Barry Goodman, and Grant Smith.
Subject to the oversight of the Advisor, Millburn is responsible for making investment decisions and ordering the execution of portfolio transactions for the Fund. In addition, Millburn is responsible for maintaining certain transaction and compliance related records of the Fund. As compensation for the sub-advisory services it provides to the Fund, the Fund pays Millburn 50% of the net advisory fees due to the Advisor under the advisory agreement between the Fund and the Advisor. Any amount paid by the Fund to Millburn is deducted from the net advisory fee due to the Advisor pursuant to the advisory agreement and any expense limitation agreement in effect at the time of payment.
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Portfolio Managers: - Catalyst/Millburn Hedge Strategy Fund
Barry Goodman, Co-Chief Executive Officer and Executive Director of Trading of Millburn.
Mr. Goodman also serves as a member of Millburn’s Investment Committee. Mr. Goodman plays an integral role in business and product development, and in the strategic direction of the firm as a whole. Mr. Goodman joined Millburn (including its former affiliate The Millburn Corporation) in November 1982 as Assistant Director of Trading, and thereafter served as Executive Vice President of Millburn and The Millburn Corporation until November 1, 2015. Mr. Goodman has since served as Co-Chief Executive Officer and Executive Director of Trading of both entities with his affiliation with The Millburn Corporation ceasing on December 31, 2018 upon the merger of The Millburn Corporation into Millburn. His responsibilities include overseeing the firm’s trading operations and managing its trading relationships, as well as the design and implementation of trading systems. From September 1980 through October 1982, he was a commodity trader at the brokerage firm of E.F. Hutton & Co., Inc. (“E.F. Hutton”). At E.F. Hutton, he also designed and maintained various technical indicators and coordinated research projects pertaining to the futures markets. Mr. Goodman graduated magna cum laude from Harpur College of the State University of New York in 1979 with a B.A. in economics.
Grant Smith, Co-Chief Executive Officer of Millburn.
Mr. Smith also serves as a member of Millburn’s Investment Committee. He is responsible for assisting in the oversight of the heads of departments that design, test and implement quantitative trading strategies, as well as plan and implement the firm’s computer infrastructure. He received a B.S. degree from the Massachusetts Institute of Technology (“MIT”) in 1974 and an M.S. degree from MIT in 1975. While at MIT, he held several teaching and research positions in the computer science field and participated in various projects relating to database management. He joined the predecessor entity to The Millburn Corporation in June 1975, and has been continuously associated with Millburn and its affiliates since that time. Mr. Smith served as the Executive Vice President of Millburn and The Millburn Corporation until November 1, 2015, and as Director of Research of both such entities until May 31, 2016, and then as Chief Investment Officer and Co-Chief Investment Officer of Millburn until March 2025. Since April 2016, he has served as the Co-Chief Executive Officer of both entities with his affiliation with The Millburn Corporation ceasing on December 31, 2018 upon the merger of The Millburn Corporation into Millburn.
Harvey Beker, Chairman of Millburn.
Mr. Beker also serves as a member of Millburn’s Investment Committee. He received a Bachelor of Arts degree in economics from New York University (“NYU”) in 1974 and a Master of Business Administration degree in finance from NYU in 1975. From June 1975 to July 1977, Mr. Beker was employed by the investment bank Loeb Rhoades, Inc., where he developed and traded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker was a futures trader at the commodities and securities brokerage firm of Clayton Brokerage Co. of St. Louis. Mr. Beker jointed The Millburn Corporation in June 1978. He initially served as the Director of Operations for its affiliate, and thereafter served as Co-Chief Executive Officer of Millburn and Chief Executive Officer of The Millburn Corporation until November 1, 2015. During his tenure at
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Millburn (including its affiliates), he has been instrumental in the development of the research, trading and operations areas. Mr. Beker became a principal of the firm and/or predecessor entities in June 1982.
Michael Soss, PhD, Chief Investment Officer of Millburn.
Dr. Soss also serves as a member of Millburn’s Investment Committee. Dr. Soss joined Millburn in January 2022 and is responsible for management of the firm’s systematic research and development functions, including system design, modeling, data management, and trade execution. Before becoming Millburn’s Chief Investment Officer in March 2025, he served as Co-Chief Investment Manager (January 2024 until February 2025) and Deputy Chief Investment Officer (January 2022 until January 2024). Prior to joining Millburn, Dr. Soss was employed by Point72 Asset Management, a global asset management firm, from March 2015 to January 2021, in leadership roles spanning risk and trading research, and most recently headed the firm’s Fusion group, a quant trading division focused on internal alpha capture. From September 2013 to March 2015, Dr. Soss was an executive director at J.P. Morgan. Dr. Soss’ other experience includes SECOR Asset Management from April 2012 to September 2013, and Goldman Sachs from August 2003 to March 2012. Dr. Soss received an AB in mathematics from Harvard University in 1996, and MSc and PhD degrees in computer science from McGill University in Montreal, Canada, in 1998 and 2001, respectively.
Sub-Advisor: Catalyst Nasdaq-100 Hedged Income Fund
The Fund’s investment sub-advisor is Equity Armor Investments, LLC (“Equity Armor”), located at 311 S. Wacker Dr., Suite 650, Chicago, IL 60606. Equity Armor is registered as an investment advisor under the Investment Advisers Act, and is an independent asset management firm. Founded in 2011, Equity Armor provides investment advisory services to individuals, registered investment advisers, and other financial institutions.
Subject to the oversight of the Advisor, Equity Armor is responsible for making investment decisions and executing portfolio transactions for the Fund. In addition, Equity Armor is responsible for maintaining certain transaction and compliance related records of the Fund. As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Equity Armor 50% of the net advisory fees paid to the Advisor by the Fund.
Portfolio Managers: Catalyst Nasdaq-100 Hedged Income Fund
Brian Stutland, Managing Partner and Chief Investment Officer of Equity Armor.
Mr. Stutland is the Managing Partner and Chief Investment Officer of Equity Armor since its inception in 2011. He is also a Member of Tremis, LLC, a cryptocurrency mining and trading operations firm, since 2017, and a Member of Equity Armor Advisers, LLC, Macro Growth Advisers, LLC, and Lone Star Equity Armor Advisors, LLC, since 2016. Prior to founding Equity Armor in 2011, Mr. Stutland was the Managing Member and a Floor Trader of Stutland Equities, LLC (2005 to 2011), and was a Trader and Market Maker for LETCO Trading from 1999 to 2002). Mr. Stutland earned his Bachelor of Science in Engineering and his Master’s of Science in Engineering from University of Michigan.
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Afshin Luke Rahbari, Managing Member and Portfolio Manager, Equity Armor.
Mr. Rahbari is Chief Compliance Officer, Managing Member and Portfolio Manager of Equity Armor since its inception in 2011. He is also a Member of Tremis, LLC, a cryptocurrency mining and trading operations firm, since 2017, and a Member of Equity Armor Advisers, LLC, Macro Growth Advisers, LLC, and Lone Star Equity Armor Advisors, LLC, since 2016. Prior to founding Equity Armor in 2011, Mr. Rahbari served as an Asset Manager of Peachtree Asset Management (2007 to 2011), worked on the Institutional Equity Derivatives Desk of Toronto Dominion Bank (2002-2006), and was a Floor Trader, Market Maker, Specialist Registered Options of LETCO Trading (1994 to 2002). Mr. Rahbari earned his Bachelor of Business Administration from Eastern Michigan University and a Master’s of Business Administration from the University of Chicago, Graduate School of Business.
Joseph Tigay, Chief Trading Officer and Portfolio Manager of Equity Armor
Mr. Tigay is the Chief Trading Officer and Portfolio Manager of Equity Armor since its inception in 2011. He is also a Member of Tremis, LLC, a cryptocurrency mining and trading operations firm, since 2017, and a Member and Investment Adviser Representative of Equity Armor Advisers, LLC, Macro Growth Advisers, LLC and Lone Star Equity Armor Advisors, since 2016. Prior to founding Equity Armor in 2011, Mr. Tigay served as a Floor Trader, Market Maker and Clerk for Stutland Equities, LLC (2005 to 2011). Mr. Tigay earned his Bachelor of Business Administration from Eastern Michigan University.
Sub-Advisor: Catalyst/Aspect Enhanced Multi-Asset Fund
The Fund’s investment sub-advisor is Aspect Capital Limited (“Aspect”), located at 10 Portman Square, London W1H 6AZ, United Kingdom. Aspect is registered as an investment adviser under the Investment Advisers Act. Aspect was founded in 1997 and is a registered investment advisor providing investment advisory services to domestic and foreign pooled investment vehicles and accounts.
Subject to the oversight of the Advisor, Aspect is primarily responsible for the day-to-day management of the Fund. In addition, Aspect is responsible for maintaining certain transaction and compliance related records of the Fund. As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Aspect 50% of the net advisory fees that the Advisor receives from the Fund, except that, for any investments made in the Fund by Aspect, the Advisor pays Aspect 100% of the net advisory fees paid by the Fund to the Advisor.
Portfolio Managers - Catalyst/Aspect Enhanced Multi-Asset Fund
The Fund’s portfolio is managed by a team consisting of: Anthony Todd, Chief Executive Officer of Aspect Capital; Martin Lueck, Research Director and President of Aspect Capital; Christopher Reeve, Chief Investment Officer of Aspect Capital; and Max Xu, Director of Research and Portfolio Manager of Aspect Capital (collectively, the “Investment Committee”).
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Anthony Todd, Chief Executive Officer of Aspect
Mr. Todd co-founded Aspect in September 1997 and is the Chief Executive Officer. Mr. Todd chairs Aspect’s Governance Board, which is responsible for reviewing, challenging and approving the firm’s business and financial strategy and for monitoring the risk and compliance frameworks, chairs the Executive Committee, which determines Aspect’s overall corporate and strategic direction and is responsible for executing the business strategy, and chairs Aspect’s Investment Committee, which is responsible for reviewing and approving all research leading to new or improved trading strategies and for the ongoing monitoring of existing strategies and client portfolios. Before establishing Aspect, Mr. Todd worked for five years (from March 1992 to October 1997) at Adam, Harding and Lueck Limited (AHL), initially as Director of Financial Engineering and Product Development, before moving to Switzerland as Director of Marketing and Institutional Sales. Prior to this role, Mr. Todd was a strategy consultant at Mars & Co., a Paris based consultancy, from September 1990 to March 1992. From July 1989 to July 1990, Mr. Todd studied at INSEAD in France, and from September 1982 to June 1989 he was with UBS, an international investment bank, in London as Assistant Director in the International Government Bond Group. Mr. Todd holds a B.A. in Physics from Oxford University and an M.B.A. from INSEAD in France.
Martin Lueck, Research Director & President of Aspect
Mr. Lueck co-founded Aspect in September 1997. Mr. Lueck is a member of Aspect’s Governance Board, which is responsible for reviewing, challenging and approving the firm’s business and financial strategy and for monitoring the risk and compliance frameworks, Aspect’s Executive Committee, which determines Aspect’s overall corporate and strategic direction and is responsible for executing the business strategy, and Aspect’s Investment Committee, which is responsible for reviewing and approving all research leading to new or improved trading strategies and for the ongoing monitoring of existing strategies and client portfolios. Prior to founding Aspect, Mr. Lueck was with Adam, Harding and Lueck Limited (AHL), which he co-founded in February 1987 with Michael Adam and David Harding. Man Group plc (a leading global provider of alternative investment products and solutions) completed the purchase of AHL in 1994 and Mr. Lueck left in 1996. At AHL, Mr. Lueck was instrumental in developing AHL’s trading systems and approach to research, as well as the proprietary software language that provided the platform for all of AHL’s product engineering and implementation. From May 1996 through August 1997, Mr. Lueck was on gardening leave from AHL, during which time he helped establish his wife’s publishing business Barefoot Books. Mr. Lueck was a Director of Research at Brockham Securities Limited, a London based commodity trading advisor, from October 1984 to February 1987, and an executive in the Japanese Equity Sales department of Nomura International, a provider of financial services for individual, institutional, corporate, and government clients, from January to October 1984. Mr. Lueck serves on the Board of the National Futures Association. He holds an M.A. in Physics from Oxford University and currently serves as Chair of the Oxford Physics Development Board.
Christopher Reeve, Chief Investment Officer of Aspect
Mr. Reeve joined Aspect Capital in January 2005 and was appointed as Chief Investment Officer in January 2026. In his role, he is responsible for all investment areas of the business: research,
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trading risk and investment solutions, providing leadership and strategic direction to the investment process as a whole. He is a member of Aspect’s Governance Board, which is responsible for reviewing, challenging and approving the firm’s business and financial strategy, the Executive Committee, which determines Aspect’s overall corporate and strategic direction and is responsible for executing the business strategy, and Aspect’s Investment Committee, which is responsible for reviewing and approving all research leading to new or improved trading strategies and for the ongoing monitoring of existing strategies and client portfolios. Mr. Reeve began his career at Aspect as a member of the Research Team, focusing on risk reviews of new investment strategy research. He then became a member of what is now the Investment Solutions Team in 2006, Head of Investment Solutions in February 2014 and Director of Investment Solutions in May 2015, before being appointed as Director of Risk in September 2018 and Chief Risk Officer in November 2024. Mr. Reeve holds a first-class master’s degree in chemistry from the University of Oxford. Mr. Reeve previously served in the British Army as a second lieutenant in the Welsh Guards, commanding an infantry platoon on training and ceremonial duties.
Max Xu, Director of Research and Portfolio Manager of Aspect
Ms. Xu is Director of Research and Portfolio Manager within Aspect’s Research team. As Portfolio Manager for the Aspect Diversified, Core Diversified, Absolute Return and China Absolute Return Programmes, she has primary responsibility for leading the ongoing research effort as it relates to these strategies, agreeing the research agenda with and reporting to the Investment Committee, and managing programme releases. Ms. Xu is also a member of the Investment Committee, which is responsible for reviewing and approving all research leading to new or improved trading strategies and for the ongoing monitoring of existing strategies and client portfolios. Prior to joining Aspect, Ms. Xu worked at BNP Paribas Asset Management from 2005 to 2008 where she developed quantitative FX trading strategies for their diversified currency programme. Ms. Xu holds an MSc in Financial Mathematics (Distinction) from Cass Business School and a BSc in Biological Science from Peking University in China. Ms. Xu is also a CFA Charterholder.
The SAI provides additional information about the compensation, other accounts managed and ownership of securities in the Fund for each of the portfolio managers.
Advisory Fees
Each Fund is authorized to pay the Advisor an annual fee based on its average daily net assets. The advisory fee is paid monthly. The Advisor has contractually agreed to waive fees and/or reimburse expenses, but only to the extent necessary to maintain each Fund’s total annual operating expenses (excluding brokerage costs; borrowing costs, such as (a) interest, and (b) dividends on securities sold short; taxes; underlying fund expenses; and extraordinary expenses, such as regulatory inquiry and litigation expenses) at a certain level through October 31, 2027. The agreement may be terminated by the Board only on 60 days’ written notice to the Advisor, and upon the termination of the advisory agreement between the Trust and the Advisor. Fee waivers and expense reimbursements are subject to possible recoupment from each Fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed), so long as such recoupment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed both (i) the Fund’s expense limitation at the time such expenses were
140
waived, and (ii) the Fund’s current expense limitation at the time of recoupment, and the repayment is approved by the Board.
The following table describes (i) the contractual advisory fee, (ii) the advisory fees, after waivers, as a percentage of each Fund’s average net assets, received by each Fund’s adviser for the Fund’s most recent fiscal year (or period for Funds in operation less than one full fiscal year), and (iii) the expense limitation for each Fund.
| Contractual Advisory Fee |
Net Advisory Fee Received |
Expense Limitation* | |
| Catalyst Systematic Alpha Fund | 1.50% | 1.47% |
Class A – 2.02% Class C – 2.77% Class I – 1.77% |
| Catalyst Systematic High Income Fund | 1.75% | 1.50% |
Class A – 2.24% Class C – 2.99% Class I – 1.99% |
| Catalyst Buffered Shield Fund | 1.25% | 0.37% |
Class A – 1.48% Class C – 2.23% Class I – 1.23% |
| Catalyst/Millburn Hedge Strategy Fund | 1.75% | 1.75% | N/A |
| Catalyst Nasdaq-100 Hedged Income Fund | 1.25% | 0.41% |
Class A – 1.74% Class C – 2.49% Class I – 1.49% |
| Catalyst/Aspect Enhanced Multi-Asset Fund | 1.75% | 1.45% |
Class A – 2.24% Class C – 2.99% Class I – 1.99% |
| * | Fee waivers and expense reimbursements are subject to possible recoupment by the Advisor from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the lesser of the expense limitation in place at the time of waiver/reimbursement and the expense limitation in place at the time of recapture so long as such recoupment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed both: (i) the Fund’s expense limitation at the time such expenses were waived, and (ii) the Fund’s current expense limitation at the time of recoupment. |
Each Fund may directly enter into agreements with financial intermediaries (which may include banks, brokers, securities dealers and other industry professionals) pursuant to which the Fund will pay the financial intermediary for services such as networking or sub-transfer agency, including the maintenance of “street name” or omnibus accounts and related sub-accounting, record-keeping and administrative services provided to such accounts. Each Fund, through its Rule 12b-1 distribution plan, or each Fund’s respective Advisor or Sub-Advisor (not the Fund), may also pay certain financial intermediaries a fee for providing distribution related services for each respective Fund’s shareholders to the extent these institutions are allowed to do so by applicable statute, rule or regulation. Please refer to the section of the SAI entitled “Additional Compensation to Financial Intermediaries” for more information.
141
The Funds’ financial statements for the fiscal year ended June 30, 2026 contains discussions regarding the basis of the Board of Trustees’ renewal of the advisory agreement with the Advisor with respect to the Catalyst Systematic Alpha Fund, Catalyst Systematic High Income Fund, Catalyst Buffered Shield Fund, Catalyst/Millburn Hedge Strategy Fund and Catalyst Nasdaq-100 Hedged Income Fund, and Catalyst/Aspect Enhanced Multi-Asset Fund; the renewal of the sub-advisory agreement between the Advisor and Exceed Advisory LLC with respect to the Catalyst Buffered Shield Fund; the renewal of the sub-advisory agreement among the Trust, on behalf of the Catalyst/Millburn Hedge Strategy Fund, the Advisor and Millburn; the renewal of the sub-advisory agreement between the Advisor and Equity Armor with respect to the Catalyst Nasdaq-100 Hedged Income Fund; and the renewal of the sub-advisory agreement between the Advisor and Aspect with respect to the Catalyst/Aspect Enhanced Multi-Asset Fund.
Subsidiaries (Catalyst/Millburn Hedge Strategy Fund, Catalyst Systematic Alpha Fund and Catalyst/Aspect Enhanced Multi-Asset Fund)
Each Fund listed above may invest up to 25% of its total assets in its respective Subsidiary. Each Subsidiary invests the majority of its assets in structured notes and swap contracts. Each Subsidiary is organized under the laws of the Cayman Islands, and is overseen by its own board of directors. Each of these Funds is the sole shareholder of its respective Subsidiary. It is not currently expected that shares of any Subsidiary will be sold or offered to other investors. If, at any time, a Subsidiary proposes to offer or sell its shares to any investor other than its respective Fund, you will receive 60 days prior notice of such offer or sale.
As with each Fund, the Advisor is responsible for each Subsidiary’s day-to-day business pursuant to an investment advisory agreement with the Subsidiary, and the Sub-Advisor, subject to the oversight of the Advisor, is primarily responsible for the day-to-day management of the Subsidiary’s portfolio, as well as for maintaining certain transaction and compliance-related records of the Subsidiary. Under this agreement, the Advisor provides the Subsidiary with the same type of advisory services, under the same terms, as are provided to the Fund, except the Advisor receives no fees from the Subsidiary. The advisory agreement with the Subsidiary provides for automatic termination upon the termination of the investment advisory agreement with respect to the Fund. Each Subsidiary has also entered into separate contracts for the provision of custody, transfer agency, and audit services with the same service providers that provide those services to the Fund.
Each Subsidiary bears certain fees and expenses incurred in connection with its operation, such as custody and other services that it receives. Each Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Fund’s assets. It is also anticipated that a Fund’s own expenses will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level. It is therefore expected that any duplicative fees for similar services provided to a Fund and its Subsidiary will not be material.
Each Subsidiary is advised pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Advisor or Sub-Advisor is subject to the same investment policies and restrictions that apply to advising the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, and brokerage (each measured on a consolidated basis with the Fund), as well as the timing and method
142
of the valuation of the Subsidiary’s portfolio investments. These policies and restrictions are described in detail in the respective Fund’s SAI. The Trust’s Chief Compliance Officer oversees implementation of the Subsidiary’s policies and procedures, and makes periodic reports to the Trust’s Board of Trustees regarding the Subsidiary’s compliance with its policies and procedures.
The financial statements of a Subsidiary are consolidated in the respective Fund’s financial statements. Copies of the Financial Statements are provided without charge upon request as indicated on the back cover of this Prospectus. Please refer to the SAI for additional information about the organization and management of the Subsidiaries.
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FINANCIAL HIGHLIGHTS
Catalyst Systematic Alpha Fund (Consolidated)
The following table is intended to help you better understand the Catalyst Systematic Alpha Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the fiscal years ended June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, are available upon request. The information for the fiscal period ended June 30, 2022 has been audited by the Fund’s former independent registered public accounting firm.
For a Share Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 9.77 | $ | 13.83 | $ | 12.83 | $ | 10.06 | $ | 10.86 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.14 | 0.31 | 0.40 | 0.25 | (0.17 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.27 | (3.21 | ) | 0.87 | 3.03 | (0.05 | ) | |||||||||||||
| Total from investment operations | 1.41 | (2.90 | ) | 1.27 | 3.28 | (0.22 | ) | |||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.03 | ) | (1.12 | ) | (0.27 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
| From net realized gains on investments | — | (0.00 | ) (I) | — | — | — | ||||||||||||||
| From return of capital | — | (0.04 | ) | — | — | — | ||||||||||||||
| Total distributions | (0.03 | ) | (1.16 | ) | (0.27 | ) | (0.51 | ) | (0.58 | ) | ||||||||||
| Net asset value, end of year | $ | 11.15 | $ | 9.77 | $ | 13.83 | $ | 12.83 | $ | 10.06 | ||||||||||
| Total return (B) | 14.44 | % (C) | (21.86 | )% (C) | 10.08 | % | 33.65 | % | (2.53 | )% (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 14,726 | $ | 24,945 | $ | 59,958 | $ | 13,659 | $ | 324 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,F) | 2.05 | % | 2.03 | % | 1.96 | % | 2.83 | % | 4.63 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,F) | 2.02 | % | 2.02 | % (H) | 2.02 | % (H) | 2.02 | % | 2.06 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (F,G) | 1.26 | % | 2.67 | % | 3.09 | % | 1.25 | % | (4.14 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (F,G) | 1.29 | % | 2.69 | % (H) | 3.03 | % (H) | 2.06 | % | (1.53 | )% | ||||||||||
| Portfolio turnover rate | 50 | % | 20 | % | 10 | % | 43 | % | 1335 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.05 | % | 2.03 | % | 2.83 | % | 4.59 | % | ||||||||||||
| Expenses, net waiver and reimbursement (F) | 2.02 | % | 2.02 | % | 2.02 | % | 2.02 | % | ||||||||||||
| (E) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.80 | % | 2.80 | % | 3.58 | % | 5.34 | % | ||||||||||||
| Expenses, net waiver and reimbursement (F) | 2.77 | % | 2.75 | % | 2.77 | % | 2.77 | % | ||||||||||||
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Inclusive of advisor’s recapture of waived/reimbursed fees from prior periods. |
| (I) | Amount is less than $0.005. |
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Catalyst Systematic Alpha Fund (Consolidated) (Continued)
For a Share Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 9.29 | $ | 13.22 | $ | 12.28 | $ | 9.63 | $ | 10.41 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.05 | 0.21 | 0.29 | 0.14 | (0.25 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.22 | (3.06 | ) | 0.83 | 2.93 | (0.05 | ) | |||||||||||||
| Total from investment operations | 1.27 | (2.85 | ) | 1.12 | 3.07 | (0.30 | ) | |||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.01 | ) | (1.04 | ) | (0.18 | ) | (0.42 | ) | (0.48 | ) | ||||||||||
| From net realized gains on investments | — | (0.00 | ) (I) | — | — | — | ||||||||||||||
| From return of capital | — | (0.04 | ) | — | — | — | ||||||||||||||
| Total distributions | (0.01 | ) | (1.08 | ) | (0.18 | ) | (0.42 | ) | (0.48 | ) | ||||||||||
| Net asset value, end of year | $ | 10.55 | $ | 9.29 | $ | 13.22 | $ | 12.28 | $ | 9.63 | ||||||||||
| Total return (B) | 13.62 | % | (22.48 | )% | 9.29 | % | 32.72 | % | (3.32 | )% (I) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 5,209 | $ | 7,724 | $ | 14,144 | $ | 3,122 | $ | 133 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (E,F) | 2.80 | % | 2.80 | % | 2.71 | % | 3.58 | % | 5.38 | % | ||||||||||
| Expenses, net waiver and reimbursement (E,F) | 2.77 | % | 2.75 | % (H) | 2.77 | % (H) | 2.77 | % | 2.81 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (F,G) | 0.50 | % | 1.89 | % | 2.35 | % | 0.46 | % | (5.13 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (F,G) | 0.53 | % | 1.93 | % (H) | 2.29 | % (H) | 1.27 | % | (2.35 | )% | ||||||||||
| Portfolio turnover rate | 50 | % | 20 | % | 10 | % | 43 | % | 1335 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.05 | % | 2.03 | % | 2.83 | % | 4.59 | % | ||||||||||||
| Expenses, net waiver and reimbursement (F) | 2.02 | % | 2.02 | % | 2.02 | % | 2.02 | % | ||||||||||||
| (E) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.80 | % | 2.80 | % | 3.58 | % | 5.34 | % | ||||||||||||
| Expenses, net waiver and reimbursement (F) | 2.77 | % | 2.75 | % | 2.77 | % | 2.77 | % | ||||||||||||
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Inclusive of advisor’s recapture of waived/reimbursed fees from prior periods. |
| (I) | Amount is less than $0.005. |
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Catalyst Systematic Alpha Fund (Consolidated) (Continued)
For a Share Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 9.53 | $ | 13.53 | $ | 12.55 | $ | 9.87 | $ | 10.67 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.16 | 0.34 | 0.42 | 0.25 | (0.14 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.25 | (3.15 | ) | 0.86 | 2.99 | (0.06 | ) | |||||||||||||
| Total from investment operations | 1.41 | (2.81 | ) | 1.28 | 3.24 | (0.20 | ) | |||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.05 | ) | (1.15 | ) | (0.30 | ) | (0.56 | ) | (0.60 | ) | ||||||||||
| From net realized gains on investments | — | (0.00 | ) (H) | — | — | — | ||||||||||||||
| From return of capital | — | (0.04 | ) | — | — | — | ||||||||||||||
| Total distributions | (0.05 | ) | (1.19 | ) | (0.30 | ) | (0.56 | ) | (0.60 | ) | ||||||||||
| Net asset value, end of year | $ | 10.89 | $ | 9.53 | $ | 13.53 | $ | 12.55 | $ | 9.87 | ||||||||||
| Total return (B) | 14.78 | % (C) | (21.70 | )% (C) | 10.41 | % | 33.95 | % | (2.42 | )% (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 98,077 | $ | 175,815 | $ | 616,511 | $ | 75,232 | $ | 6,044 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,E) | 1.80 | % | 1.77 | % | 1.71 | % | 2.58 | % | 4.38 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,E) | 1.77 | % | 1.77 | % (G) | 1.77 | % (G) | 1.77 | % | 1.81 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (E,F) | 1.52 | % | 2.95 | % | 3.34 | % | 1.40 | % | (3.84 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (E,F) | 1.55 | % | 2.95 | % (G) | 3.28 | % (G) | 2.21 | % | (1.27 | )% | ||||||||||
| Portfolio turnover rate | 50 | % | 20 | % | 10 | % | 43 | % | 1335 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (E) | 1.80 | % | 1.77 | % | 2.58 | % | 4.34 | % | ||||||||||||
| Expenses, net waiver and reimbursement (E) | 1.77 | % | 1.77 | % | 1.77 | % | 1.77 | % | ||||||||||||
| (E) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (F) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (G) | Inclusive of advisor’s recapture of waived/reimbursed fees from prior periods. |
| (H) | Amount is less than $0.005. |
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Catalyst Systematic High Income Fund
The following table is intended to help you better understand the Catalyst Systematic High Income Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the fiscal years ended June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, are available upon request. The information for the fiscal period ended June 30, 2022 has been audited by the Fund’s former independent registered public accounting firm.
For a Share Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 9.23 | $ | 9.14 | $ | 8.90 | $ | 8.72 | $ | 8.02 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A,G) | 0.16 | 0.17 | 0.19 | (0.03 | ) | (0.20 | ) | |||||||||||||
| Net realized and unrealized gain on investments | 0.50 | 0.18 | 0.11 | 0.28 | 0.90 | |||||||||||||||
| Total from investment operations | 0.66 | 0.35 | 0.30 | 0.25 | 0.70 | |||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.30 | ) | (0.26 | ) | (0.06 | ) | (0.07 | ) | — | |||||||||||
| Total distributions | (0.30 | ) | (0.26 | ) | (0.06 | ) | (0.07 | ) | — | |||||||||||
| Net asset value, end of year | $ | 9.59 | $ | 9.23 | $ | 9.14 | $ | 8.90 | $ | 8.72 | ||||||||||
| Total return (B) | 7.40 | % | 3.87 | % | 3.42 | % (J) | 2.93 | % (I) | 8.73 | % (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 10,407 | $ | 13,828 | $ | 14,089 | $ | 16,291 | $ | 19,212 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,E) | 2.52 | % | 2.36 | % | 2.38 | % (J) | 2.65 | % | 2.49 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,E) | 2.24 | % | 2.24 | % | 2.30 | % (J) | 2.60 | % | 2.45 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (D,G) | 1.45 | % | 1.72 | % | 1.99 | % (J) | (0.35 | )% | (2.42 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (D,G) | 1.72 | % | 1.84 | % | 2.08 | % (J) | (0.30 | )% | (2.38 | )% | ||||||||||
| Portfolio turnover rate | 207 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Ratio to average net assets (excluding dividend and interest expense). |
| Expenses, before waiver and reimbursement (D) | 2.52 | % | 2.36 | % | 2.37 | % (J) | 2.64 | % | 2.49 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.24 | % | 2.24 | % | 2.29 | % (J) | 2.59 | % | 2.45 | % | ||||||||||
| (F) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (D) | 3.26 | % | 3.11 | % | 3.12 | % (J) | 3.39 | % | 3.24 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.99 | % | 2.99 | % | 3.04 | % (J) | 3.34 | % | 3.20 | % | ||||||||||
| (G) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Amount is less than $0.005. |
| (I) | Fund performance was materially impacted by a nonrecurring litigation settlement of $1.96 million booked to the Fund on June 19, 2023. The impact was $0.1482/share, or 1.65% of the Fund’s NAV. |
| (J) | Excludes $183,757 of recovery of legal fees from the Trust’s insurance policy, if this amount was included the expense ratios would have been reduced by .16% and net investment income/loss ratios would have been increased by 0.16%. |
147
Catalyst Systematic High Income Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 8.62 | $ | 8.54 | $ | 8.32 | $ | 8.14 | $ | 7.54 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A,G) | 0.08 | 0.09 | 0.11 | (0.09 | ) | (0.24 | ) | |||||||||||||
| Net realized and unrealized gain on investments | 0.48 | 0.17 | 0.11 | 0.27 | 0.84 | |||||||||||||||
| Total from investment operations | 0.56 | 0.26 | 0.22 | 0.18 | 0.60 | |||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.17 | ) | (0.18 | ) | — | (0.00 | ) (H) | — | ||||||||||||
| Total distributions | (0.17 | ) | (0.18 | ) | — | (0.00 | ) | — | ||||||||||||
| Net asset value, end of year | $ | 9.01 | $ | 8.62 | $ | 8.54 | $ | 8.32 | $ | 8.14 | ||||||||||
| Total return (B) | 6.61 | % | 3.14 | % | 2.64 | % (J) | 2.21 | % (I) | 7.96 | % (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 3,219 | $ | 7,434 | $ | 10,338 | $ | 13,583 | $ | 15,588 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,F) | 3.27 | % | 3.11 | % | 3.13 | % (J) | 3.40 | % | 3.24 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,F) | 2.99 | % | 2.99 | % | 3.05 | % (J) | 3.35 | % | 3.20 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (D,G) | 0.68 | % | 0.99 | % | 1.22 | % (J) | (1.10 | )% | (3.16 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (D,G) | 0.96 | % | 1.11 | % | 1.30 | % (J) | (1.05 | )% | (3.12 | )% | ||||||||||
| Portfolio turnover rate | 207 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Ratio to average net assets (excluding dividend and interest expense). |
| Expenses, before waiver and reimbursement (D) | 2.52 | % | 2.36 | % | 2.37 | % (J) | 2.64 | % | 2.49 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.24 | % | 2.24 | % | 2.29 | % (J) | 2.59 | % | 2.45 | % | ||||||||||
| (F) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (D) | 3.26 | % | 3.11 | % | 3.12 | % (J) | 3.39 | % | 3.24 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.99 | % | 2.99 | % | 3.04 | % (J) | 3.34 | % | 3.20 | % | ||||||||||
| (G) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Amount is less than $0.005. |
| (I) | Fund performance was materially impacted by a nonrecurring litigation settlement of $1.96 million booked to the Fund on June 19, 2023. The impact was $0.1482/share, or 1.65% of the Fund’s NAV. |
| (J) | Excludes $183,757 of recovery of legal fees from the Trust’s insurance policy, if this amount was included the expense ratios would have been reduced by .16% and net investment income/loss ratios would have been increased by 0.16%. |
148
Catalyst Systematic High Income Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 9.46 | $ | 9.36 | $ | 9.11 | $ | 8.92 | $ | 8.18 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A,F) | 0.18 | 0.20 | 0.22 | 0.00 | (H) | (0.18 | ) | |||||||||||||
| Net realized and unrealized gain on investments | 0.52 | 0.18 | 0.12 | 0.28 | 0.92 | |||||||||||||||
| Total from investment operations | 0.70 | 0.38 | 0.34 | 0.28 | 0.74 | |||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.34 | ) | (0.28 | ) | (0.09 | ) | (0.09 | ) | — | |||||||||||
| Total distributions | (0.34 | ) | (0.28 | ) | (0.09 | ) | (0.09 | ) | — | |||||||||||
| Net asset value, end of year | $ | 9.82 | $ | 9.46 | $ | 9.36 | $ | 9.11 | $ | 8.92 | ||||||||||
| Total return (B) | 7.64 | % | 4.16 | % | 3.72 | % (I) | 3.21 | % (G) | 9.05 | % (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 17,826 | $ | 54,453 | $ | 78,359 | $ | 88,996 | $ | 89,859 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,E) | 2.24 | % | 2.11 | % | 2.13 | % (I) | 2.40 | % | 2.24 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,E) | 1.99 | % | 1.99 | % | 2.05 | % (I) | 2.35 | % | 2.20 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (D,F) | 1.67 | % | 1.99 | % | 2.25 | % (I) | (0.05 | )% | (2.17 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (D,F) | 1.92 | % | 2.11 | % | 2.34 | % (I) | (0.00 | )% | (2.13 | )% | ||||||||||
| Portfolio turnover rate | 207 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (D) | 2.24 | % | 2.11 | % (L) | 2.12 | % (I) | 2.39 | % | 2.24 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 1.99 | % | 1.99 | % (L) | 2.04 | % (I) | 2.34 | % | 2.20 | % | ||||||||||
| (F) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (G) | Fund performance was materially impacted by a nonrecurring litigation settlement of $1.96 million booked to the Fund on June 19, 2023. The impact was $0.1482/share, or 1.65% of the Fund’s NAV. |
| (H) | Amount less than $.005 |
| (I) | Excludes $183,757 of recovery of legal fees from the Trust’s insurance policy, if this amount was included the expense ratios would have been reduced by .16% and net investment income/loss ratios would have been increased by 0.16%. |
149
Catalyst Buffered Shield Fund
The following table is intended to help you better understand the Catalyst Buffered Shield Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, are available upon request. The information for the fiscal period ended June 30, 2022 has been audited by the Fund’s former independent registered public accounting firm.
For a Share Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 10.46 | $ | 9.72 | $ | 8.77 | $ | 8.44 | $ | 11.24 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.30 | 0.26 | 0.23 | 0.12 | (0.02 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.85 | 0.75 | 0.93 | 0.27 | (1.06 | ) | ||||||||||||||
| Total from investment operations | 1.15 | 1.01 | 1.16 | 0.39 | (1.08 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.30 | ) | (0.27 | ) | (0.21 | ) | (0.06 | ) | — | |||||||||||
| From net realized gains on investments | — | — | — | — | (1.72 | ) | ||||||||||||||
| Total distributions | (0.30 | ) | (0.27 | ) | (0.21 | ) | (0.06 | ) | (1.72 | ) | ||||||||||
| Net asset value, end of year | $ | 11.31 | $ | 10.46 | $ | 9.72 | $ | 8.77 | $ | 8.44 | ||||||||||
| Total return (B) | 11.15 | % | 10.45 | % | 13.42 | % | 4.60 | % | (11.85 | )% | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 5,040 | $ | 5,056 | $ | 5,771 | $ | 13,444 | $ | 20,599 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,F) | 2.37 | % | 2.39 | % | 2.12 | % | 2.05 | % | 1.81 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,F) | 1.49 | % | 1.53 | % | 1.51 | % | 1.55 | % | 1.48 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (F,G) | 1.84 | % | 1.78 | % | 1.98 | % | 0.89 | % | (0.50 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (F,G) | 2.72 | % | 2.64 | % | 2.59 | % | 1.39 | % | (0.17 | )% | ||||||||||
| Portfolio turnover rate | 0 | % | 0 | % | 0 | % | 111 | % | 77 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement | 2.36 | % | 2.34 | % | 2.09 | % | 1.98 | % | 1.81 | % | ||||||||||
| Expenses, net waiver and reimbursement | 1.48 | % | 1.48 | % | 1.48 | % | 1.48 | % | 1.48 | % | ||||||||||
| (E) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement | 3.11 | % | 3.09 | % | 2.84 | % | 2.73 | % | 2.56 | % | ||||||||||
| Expenses, net waiver and reimbursement | 2.23 | % | 2.23 | % | 2.23 | % | 2.23 | % | 2.23 | % | ||||||||||
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Less than 0.005 per share. |
150
Catalyst Buffered Shield Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 10.11 | $ | 9.41 | $ | 8.48 | $ | 8.17 | $ | 11.01 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.21 | 0.18 | 0.15 | 0.05 | (0.09 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.82 | 0.71 | 0.91 | 0.26 | (1.03 | ) | ||||||||||||||
| Total from investment operations | 1.03 | 0.89 | 1.06 | 0.31 | (1.12 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.21 | ) | (0.19 | ) | (0.13 | ) | (0.00 | ) (H) | — | |||||||||||
| From net realized gains on investments | — | — | — | — | (1.72 | ) | ||||||||||||||
| Total distributions | (0.21 | ) | (0.19 | ) | (0.13 | ) | (0.00 | ) (H) | (1.72 | ) | ||||||||||
| Net asset value, end of year | $ | 10.93 | $ | 10.11 | $ | 9.41 | $ | 8.48 | $ | 8.17 | ||||||||||
| Total return (B) | 10.33 | % | 9.53 | % | 12.67 | % | 3.81 | % | (12.51 | )% (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 2,326 | $ | 2,779 | $ | 3,355 | $ | 4,084 | $ | 4,348 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (E,F) | 3.12 | % | 3.14 | % | 2.87 | % | 2.80 | % | 2.56 | % | ||||||||||
| Expenses, net waiver and reimbursement (E,F) | 2.24 | % | 2.28 | % | 2.26 | % | 2.30 | % | 2.23 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (F,G) | 1.11 | % | 1.03 | % | 1.07 | % | 0.16 | % | (1.25 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (F,G) | 1.99 | % | 1.89 | % | 1.68 | % | 0.66 | % | (0.92 | )% | ||||||||||
| Portfolio turnover rate | 0 | % | 0 | % | 0 | % | 111 | % | 77 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement | 2.36 | % | 2.34 | % | 2.09 | % | 1.98 | % | 1.81 | % | ||||||||||
| Expenses, net waiver and reimbursement | 1.48 | % | 1.48 | % | 1.48 | % | 1.48 | % | 1.48 | % | ||||||||||
| (E) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement | 3.11 | % | 3.09 | % | 2.84 | % | 2.73 | % | 2.56 | % | ||||||||||
| Expenses, net waiver and reimbursement | 2.23 | % | 2.23 | % | 2.23 | % | 2.23 | % | 2.23 | % | ||||||||||
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Less than 0.005 per share. |
151
Catalyst Buffered Shield Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 10.55 | $ | 9.81 | $ | 8.84 | $ | 8.52 | $ | 11.32 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (A) | 0.33 | 0.29 | 0.25 | 0.13 | 0.01 | |||||||||||||||
| Net realized and unrealized gain (loss) on investments | 0.86 | 0.75 | 0.95 | 0.28 | (1.08 | ) | ||||||||||||||
| Total from investment operations | 1.19 | 1.04 | 1.20 | 0.41 | (1.07 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | (0.33 | ) | (0.30 | ) | (0.23 | ) | (0.09 | ) | (0.01 | ) | ||||||||||
| From net realized gains on investments | — | — | — | — | (1.72 | ) | ||||||||||||||
| Total distributions | (0.33 | ) | (0.30 | ) | (0.23 | ) | (0.09 | ) | (1.73 | ) | ||||||||||
| Net asset value, end of year | $ | 11.41 | $ | 10.55 | $ | 9.81 | $ | 8.84 | $ | 8.52 | ||||||||||
| Total return (B) | 11.44 | % | 10.67 | % | 13.83 | % | 4.83 | % | (11.70 | )% (C) | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 11,500 | $ | 12,096 | $ | 13,189 | $ | 23,466 | $ | 50,313 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,E) | 2.12 | % | 2.14 | % | 1.87 | % | 1.80 | % | 1.56 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,E) | 1.24 | % | 1.28 | % | 1.26 | % | 1.30 | % | 1.23 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (E,F) | 2.08 | % | 2.04 | % | 2.14 | % | 1.09 | % | (0.26 | )% | ||||||||||
| Net investment Income, net waiver and reimbursement (E,F) | 2.96 | % | 2.90 | % | 2.75 | % | 1.59 | % | 0.07 | % | ||||||||||
| Portfolio turnover rate | 0 | % | 0 | % | 0 | % | 111 | % | 77 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (E) | 2.11 | % | 2.09 | % | 1.84 | % | 1.73 | % | 1.56 | % | ||||||||||
| Expenses, net waiver and reimbursement (E) | 1.23 | % | 1.23 | % | 1.23 | % | 1.23 | % | 1.23 | % | ||||||||||
| (E) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (F) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
152
Catalyst/Millburn Hedge Strategy Fund (Consolidated)
The following table is intended to help you better understand the Catalyst/Millburn Hedge Strategy Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the fiscal years ended June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, are available upon request. The information for the fiscal period ended June 30, 2022 has been audited by the Fund’s former independent registered public accounting firm.
For a Share Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 38.69 | $ | 39.77 | $ | 35.18 | $ | 36.99 | $ | 36.25 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | 0.19 | 0.35 | 0.44 | 0.18 | (0.45 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 7.60 | (0.50 | ) | 4.86 | 0.72 | 1.19 | ||||||||||||||
| Total from investment operations | 7.79 | (0.15 | ) | 5.30 | 0.90 | 0.74 | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | — | (0.64 | ) | (0.56 | ) | (1.42 | ) | — | ||||||||||||
| From net realized gains on investments | — | (0.29 | ) | (0.15 | ) | (1.29 | ) | — | ||||||||||||
| Total distributions | — | (0.93 | ) | (0.71 | ) | (2.71 | ) | — | ||||||||||||
| Net asset value, end of year | $ | 46.48 | $ | 38.69 | $ | 39.77 | $ | 35.18 | $ | 36.99 | ||||||||||
| Total return (B) | 20.13 | % | (0.38 | )% | 15.26 | % | 2.55 | % | 2.04 | % | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 664,940 | $ | 549,907 | $ | 557,931 | $ | 443,988 | $ | 335,527 | ||||||||||
| Ratios to average net assets (including interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (C,E) | 2.17 | % | 2.16 | % | 2.19 | % | 2.17 | % | 2.20 | % | ||||||||||
| Expenses, net waiver and reimbursement (C,E) | 2.17 | % | 2.16 | % | 2.19 | % | 2.17 | % | 2.20 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (C,D) | 0.46 | % | 0.91 | % | 1.18 | % | 0.51 | % | (1.25 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (C,D) | 0.46 | % | 0.91 | % | 1.18 | % | 0.51 | % | (1.25 | )% | ||||||||||
| Portfolio turnover rate | 11 | % | 19 | % | 48 | % | 30 | % | 9 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. |
| (C) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (D) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (E) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (C) | 2.16 | % | 2.16 | % | 2.18 | % | 2.17 | % | 2.18 | % | ||||||||||
| Expenses, net waiver and reimbursement (C) | 2.16 | % | 2.16 | % | 2.18 | % | 2.17 | % | 2.18 | % | ||||||||||
| (F) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (C) | 2.91 | % | 2.91 | % | 2.93 | % | 2.92 | % | 2.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (C) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
153
Catalyst/Millburn Hedge Strategy Fund (Consolidated) (Continued)
For a Share Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 37.52 | $ | 38.60 | $ | 34.17 | $ | 36.01 | $ | 35.55 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | (0.12 | ) | 0.06 | 0.15 | (0.10 | ) | (0.71 | ) | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 7.34 | (0.50 | ) | 4.73 | 0.71 | 1.17 | ||||||||||||||
| Total from investment operations | 7.22 | (0.44 | ) | 4.88 | 0.61 | 0.46 | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | — | (0.35 | ) | (0.30 | ) | (1.16 | ) | — | ||||||||||||
| From net realized gains on investments | — | (0.29 | ) | (0.15 | ) | (1.29 | ) | — | ||||||||||||
| Total distributions | — | (0.64 | ) | (0.45 | ) | (2.45 | ) | — | ||||||||||||
| Net asset value, end of year | $ | 44.74 | $ | 37.52 | $ | 38.60 | $ | 34.17 | $ | 36.01 | ||||||||||
| Total return (B) | 19.24 | % | (1.14 | )% | 14.40 | % | 1.77 | % | 1.29 | % | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 400,912 | $ | 373,962 | $ | 385,224 | $ | 363,845 | $ | 335,127 | ||||||||||
| Ratios to average net assets (including interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (C,F) | 2.92 | % | 2.91 | % | 2.94 | % | 2.92 | % | 2.95 | % | ||||||||||
| Expenses, net waiver and reimbursement (C,F) | 2.92 | % | 2.91 | % | 2.94 | % | 2.92 | % | 2.95 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (C,D) | (0.29 | )% | 0.16 | % | 0.40 | % | (0.28 | )% | (2.00 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (C,D) | (0.29 | )% | 0.16 | % | 0.40 | % | (0.28 | )% | (2.00 | )% | ||||||||||
| Portfolio turnover rate | 11 | % | 19 | % | 48 | % | 30 | % | 9 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. |
| (C) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (D) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (E) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (C) | 2.16 | % | 2.16 | % | 2.18 | % | 2.17 | % | 2.18 | % | ||||||||||
| Expenses, net waiver and reimbursement (C) | 2.16 | % | 2.16 | % | 2.18 | % | 2.17 | % | 2.18 | % | ||||||||||
| (G) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (C) | 2.91 | % | 2.91 | % | 2.93 | % | 2.92 | % | 2.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (C) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
154
Catalyst/Millburn Hedge Strategy Fund (Consolidated) (Continued)
For a Share Outstanding Throughout Each Year
| Class C-1 | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 37.20 | $ | 38.34 | $ | 34.00 | $ | 36.01 | $ | 35.55 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment Income (loss) (B) | (0.11 | ) | 0.06 | 0.15 | — | (F) | (0.63 | ) | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 7.27 | (0.48 | ) | 4.69 | 0.62 | 1.09 | ||||||||||||||
| Total from investment operations | 7.16 | (0.42 | ) | 4.84 | 0.62 | 0.46 | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | — | (0.43 | ) | (0.35 | ) | (1.34 | ) | — | ||||||||||||
| From net realized gains on investments | — | (0.29 | ) | (0.15 | ) | (1.29 | ) | — | ||||||||||||
| Total distributions | — | (0.72 | ) | (0.50 | ) | (2.63 | ) | — | ||||||||||||
| Net asset value, end of year | $ | 44.36 | $ | 37.20 | $ | 38.34 | $ | 34.00 | $ | 36.01 | ||||||||||
| Total return (C) | 19.25 | % | (1.12 | )% | 14.39 | % | 1.79 | % | 1.29 | % | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 56,286 | $ | 44,479 | $ | 39,464 | $ | 28,127 | $ | 5,375 | ||||||||||
| Ratios to average net assets (Including interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,G) | 2.92 | % | 2.91 | % | 2.94 | % | 2.92 | % | 2.95 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,G) | 2.92 | % | 2.91 | % | 2.94 | % | 2.92 | % | 2.95 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (D,E) | (0.28 | )% | 0.16 | % | 0.42 | % | (0.01 | )% | (1.78 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (D,E) | (0.28 | )% | 0.16 | % | 0.42 | % | (0.01 | )% | (1.78 | )% | ||||||||||
| Portfolio turnover rate | 11 | % | 19 | % | 48 | % | 30 | % | 9 | % | ||||||||||
| (A) | The Catalyst/Millburn Hedge Strategy Fund Class C-1 shares commenced operations on October 30, 2020. |
| (B) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (C) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. |
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (F) | Amount is less than $0.005. |
| (G) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (D) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
| (H) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (D) | 1.91 | % | 1.91 | % | 1.93 | % | 1.92 | % | 1.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 1.91 | % | 1.91 | % | 1.93 | % | 1.92 | % | 1.93 | % | ||||||||||
155
Catalyst/Millburn Hedge Strategy Fund (Consolidated) (Continued)
For a Share Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 39.02 | $ | 40.09 | $ | 35.45 | $ | 37.25 | $ | 36.41 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (B) | 0.30 | 0.45 | 0.53 | 0.29 | (0.35 | ) | ||||||||||||||
| Net realized and unrealized gain (loss) on investments | 7.68 | (0.50 | ) | 4.90 | 0.70 | 1.19 | ||||||||||||||
| Total from investment operations | 7.98 | (0.05 | ) | 5.43 | 0.99 | 0.84 | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net investment income | — | (0.73 | ) | (0.64 | ) | (1.50 | ) | — | ||||||||||||
| From net realized gains on investments | — | (0.29 | ) | (0.15 | ) | (1.29 | ) | — | ||||||||||||
| Total distributions | — | (1.02 | ) | (0.79 | ) | (2.79 | ) | — | ||||||||||||
| Net asset value, end of year | $ | 47.00 | $ | 39.02 | $ | 40.09 | $ | 35.45 | $ | 37.25 | ||||||||||
| Total return (C) | 20.45 | % | (0.14 | )% | 15.56 | % | 2.77 | % | 2.31 | % | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 9,485,556 | $ | 7,244,030 | $ | 6,550,931 | $ | 5,222,008 | $ | 3,334,146 | ||||||||||
| Ratios to average net assets (including interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,H) | 1.92 | % | 1.91 | % | 1.94 | % | 1.92 | % | 1.95 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,H) | 1.92 | % | 1.91 | % | 1.94 | % | 1.92 | % | 1.95 | % | ||||||||||
| Net investment income (loss), before waiver and reimbursement (D,E) | 0.72 | % | 1.16 | % | 1.42 | % | 0.79 | % | (0.95 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (D,E) | 0.72 | % | 1.16 | % | 1.42 | % | 0.79 | % | (0.95 | )% | ||||||||||
| Portfolio turnover rate | 11 | % | 19 | % | 48 | % | 30 | % | 9 | % | ||||||||||
| (A) | The Catalyst/Millburn Hedge Strategy Fund Class C-1 shares commenced operations on October 30, 2020. |
| (B) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (C) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. |
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (F) | Amount is less than $0.005. |
| (G) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (D) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 2.91 | % | 2.91 | % | 2.93 | % | 2.91 | % | 2.93 | % | ||||||||||
| (H) | Ratios to average net assets (excluding interest expense) |
| Expenses, before waiver and reimbursement (D) | 1.91 | % | 1.91 | % | 1.93 | % | 1.92 | % | 1.93 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 1.91 | % | 1.91 | % | 1.93 | % | 1.92 | % | 1.93 | % | ||||||||||
156
Catalyst Nasdaq-100 Hedged Income Fund
The following table is intended to help you better understand the Catalyst Nasdaq-100 Hedged Income Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the fiscal years ended June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, are available upon request. The information for the fiscal period ended June 30, 2022 has been audited by the Fund’s former independent registered public accounting firm.
For a Share Outstanding Throughout Each Year
| Class A | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 13.84 | $ | 12.56 | $ | 11.01 | $ | 9.60 | $ | 11.75 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | (0.15 | ) | (0.11 | ) | (0.10 | ) | (0.07 | ) | (0.14 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments | 2.90 | 1.39 | 1.65 | 1.71 | (1.97 | ) | ||||||||||||||
| Total from investment operations | 2.75 | 1.28 | 1.55 | 1.64 | (2.11 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net realized gains on investments | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Total distributions | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Net asset value, end of year | $ | 15.36 | $ | 13.84 | $ | 12.56 | $ | 11.01 | $ | 9.60 | ||||||||||
| Total return (B) | 21.00 | % | 10.19 | % | 14.08 | % | 17.60 | % | (18.03 | )% | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 393 | $ | 441 | $ | 542 | $ | 598 | $ | 873 | ||||||||||
| Ratios to average net assets (including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (C,E) | 2.68 | % | 2.57 | % | 2.60 | % | 2.82 | % | 2.55 | % | ||||||||||
| Expenses, net waiver and reimbursement (C,E) | 1.83 | % | 1.78 | % | 1.84 | % | 1.78 | % | 1.74 | % | ||||||||||
| Net investment loss, before waiver and reimbursement (E,F) | (1.90 | )% | (1.65 | )% | (1.63 | )% | (1.79 | )% | (1.96 | )% | ||||||||||
| Net investment income (loss), net waiver and reimbursement (E,F) | (1.05 | )% | (0.86 | )% | (0.87 | )% | (0.75 | )% | (1.15 | )% | ||||||||||
| Portfolio turnover rate | 45 | % | 31 | % | 35 | % | 82 | % | 51 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.59 | % | 2.53 | % | 2.50 | % | 2.78 | % | 2.55 | % | ||||||||||
| Expenses, net waiver and reimbursement (F) | 1.74 | % | 1.74 | % | 1.74 | % | 1.74 | % | 1.74 | % | ||||||||||
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 3.35 | % | 3.28 | % | 3.25 | % | 3.53 | % | 3.30 | % | ||||||||||
| Expenses, net waiver and reimbursement (F) | 2.49 | % | 2.49 | % | 2.49 | % | 2.49 | % | 2.49 | % | ||||||||||
| (E) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (F) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
157
Catalyst Nasdaq-100 Hedged Income Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class C | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 12.64 | $ | 11.56 | $ | 10.21 | $ | 8.99 | $ | 11.08 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment (loss) (A) | (0.23 | ) | (0.19 | ) | (0.17 | ) | (0.14 | ) | (0.21 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments | 2.63 | 1.27 | 1.52 | 1.59 | (1.84 | ) | ||||||||||||||
| Total from investment operations | 2.40 | 1.08 | 1.35 | 1.45 | (2.05 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net realized gains on investments | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Total distributions | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Net asset value, end of year | $ | 13.81 | $ | 12.64 | $ | 11.56 | $ | 10.21 | $ | 8.99 | ||||||||||
| Total return (B) | 20.19 | % | 9.34 | % | 13.22 | % | 16.66 | % | (18.58 | )% | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 1,640 | $ | 1,567 | $ | 1,536 | $ | 1,403 | $ | 1,242 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (D,E) | 3.44 | % | 3.32 | % | 3.35 | % | 3.57 | % | 3.30 | % | ||||||||||
| Expenses, net waiver and reimbursement (D,E) | 2.58 | % | 2.53 | % | 2.59 | % | 2.53 | % | 2.49 | % | ||||||||||
| Net investment loss, before waiver and reimbursement (E,F) | (2.66 | )% | (2.41 | )% | (2.36 | )% | (2.55 | )% | (2.71 | )% | ||||||||||
| Net investment loss, net waiver and reimbursement (E,F) | (1.80 | )% | (1.62 | )% | (1.60 | )% | (1.51 | )% | (1.89 | )% | ||||||||||
| Portfolio turnover rate | 45 | % | 31 | % | 35 | % | 82 | % | 51 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 2.59 | % | 2.53 | % | 2.50 | % | 2.78 | % | 2.55 | % | ||||||||||
| Expenses, net waiver and reimbursement (F) | 1.74 | % | 1.74 | % | 1.74 | % | 1.74 | % | 1.74 | % | ||||||||||
| (D) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (F) | 3.35 | % | 3.28 | % | 3.25 | % | 3.53 | % | 3.30 | % | ||||||||||
| Expenses, net waiver and reimbursement (F) | 2.49 | % | 2.49 | % | 2.49 | % | 2.49 | % | 2.49 | % | ||||||||||
| (E) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (F) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
158
Catalyst Nasdaq-100 Hedged Income Fund (Continued)
For a Share Outstanding Throughout Each Year
| Class I | ||||||||||||||||||||
| For the | For the | For the | For the | For the | ||||||||||||||||
| Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
| Net asset value, beginning of year | $ | 14.10 | $ | 12.76 | $ | 11.16 | $ | 9.71 | $ | 11.84 | ||||||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
| Net investment income (loss) (A) | (0.12 | ) | (0.08 | ) | (0.08 | ) | (0.06 | ) | (0.11 | ) | ||||||||||
| Net realized and unrealized gain (loss) on investments | 2.97 | 1.42 | 1.68 | 1.74 | (1.98 | ) | ||||||||||||||
| Total from investment operations | 2.85 | 1.34 | 1.60 | 1.68 | (2.09 | ) | ||||||||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||||||
| From net realized gains on investments | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Total distributions | (1.23 | ) | — | — | (0.23 | ) | (0.04 | ) | ||||||||||||
| Net asset value, end of year | $ | 15.72 | $ | 14.10 | $ | 12.76 | $ | 11.16 | $ | 9.71 | ||||||||||
| Total return (B) | 21.34 | % | 10.50 | % | 14.34 | % | 17.81 | % | (17.72 | )% | ||||||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
| Net assets, end of year (in 000’s) | $ | 11,633 | $ | 15,518 | $ | 16,440 | $ | 11,158 | $ | 12,227 | ||||||||||
| Ratios to average net assets(including dividend and interest expense) | ||||||||||||||||||||
| Expenses, before waiver and reimbursement (C,D) | 2.42 | % | 2.32 | % | 2.35 | % | 2.57 | % | 2.30 | % | ||||||||||
| Expenses, net waiver and reimbursement (C,D) | 1.58 | % | 1.53 | % | 1.59 | % | 1.53 | % | 1.49 | % | ||||||||||
| Net investment loss, before waiver and reimbursement (D,E) | (1.65 | )% | (1.40 | )% | (1.32 | )% | (1.55 | )% | (1.68 | )% | ||||||||||
| Net investment Income (loss), net waiver and reimbursement (D,E) | (0.81 | )% | (0.62 | )% | (0.56 | )% | (0.51 | )% | (0.86 | )% | ||||||||||
| Portfolio turnover rate | 45 | % | 31 | % | 35 | % | 82 | % | 51 | % | ||||||||||
| (A) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year. |
| (B) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (C) | Ratios to average net assets (excluding dividend and interest expense) |
| Expenses, before waiver and reimbursement (D) | 2.33 | % | 2.28 | % | 2.25 | % | 2.53 | % | 2.30 | % | ||||||||||
| Expenses, net waiver and reimbursement (D) | 1.49 | % | 1.49 | % | 1.49 | % | 1.49 | % | 1.49 | % | ||||||||||
| (D) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (E) | Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
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Catalyst/Aspect Enhanced Multi-Asset Fund (Consolidated)
The following table is intended to help you better understand the Catalyst/Aspect Enhanced Multi-Asset Fund’s financial performance for the fiscal year ended June 30, 2026, June 30, 2025 and the fiscal period ended June 30, 2024. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for the fiscal years ended June 30, 2026 and June 30, 2025, and the fiscal period ended June 30, 2024, has been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are available upon request.
For a Share Outstanding Throughout The Year/Period
| Class A | ||||||||||||
| For the | For the | For the | ||||||||||
| Year Ended | Year Ended | Period Ended | ||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 (A) |
||||||||||
| Net asset value, beginning of year/period | $ | 9.01 | $ | 11.63 | $ | 10.00 | ||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||
| Net investment income (B) | 0.15 | 0.18 | 0.21 | |||||||||
| Net realized and unrealized gain (loss) on investments | 2.16 | (1.31 | ) | 1.42 | ||||||||
| Total from investment operations | 2.31 | (1.13 | ) | 1.63 | ||||||||
| LESS DISTRIBUTIONS: | ||||||||||||
| From net investment income | — | (0.56 | ) | — | ||||||||
| From net realized gains on investments | (0.24 | ) | (0.93 | ) | — | |||||||
| Total distributions | (0.24 | ) | (1.49 | ) | — | |||||||
| Net asset value, end of year/period | $ | 11.08 | $ | 9.01 | $ | 11.63 | ||||||
| Total return (C) | 25.94 | % | (11.05 | )% | 16.30 | % (D) | ||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||
| Net assets, end of year/period (in 000’s) | $ | 676 | $ | 654 | $ | 900 | ||||||
| Ratios to average net assets | ||||||||||||
| Expenses, before waiver and reimbursement (F) | 2.54 | % | 2.78 | % | 3.32 | % (E) | ||||||
| Expenses, net waiver and reimbursement (F) | 2.24 | % | 2.24 | % | 2.24 | % (E) | ||||||
| Net investment income, before waiver and reimbursement (F,G) | 1.13 | % | 1.18 | % | 2.52 | % (E) | ||||||
| Net investment income net waiver and reimbursement (F,G) | 1.43 | % | 1.73 | % | 3.60 | % (E) | ||||||
| Portfolio turnover rate | 28 | % | 31 | % | 6 | % (D) | ||||||
| (A) | The Catalyst/Aspect Enhanced Multi-Asset Fund commenced operations December 28, 2023. |
| (B) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year/period. |
| (C) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (D) | Not annualized. |
| (E) | Annualized. |
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
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Catalyst/Aspect Enhanced Multi-Asset Fund (Consolidated) (Continued)
For a Share Outstanding Throughout The Year/Period
| Class C | ||||||||||||
| For the | For the | For the | ||||||||||
| Year Ended | Year Ended | Period Ended | ||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 (A) |
||||||||||
| Net asset value, beginning of year/period | $ | 8.94 | $ | 11.59 | $ | 10.00 | ||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||
| Net investment income (B) | 0.07 | 0.11 | 0.17 | |||||||||
| Net realized and unrealized gain (loss) on investments | 2.15 | (1.32 | ) | 1.42 | ||||||||
| Total from investment operations | 2.22 | (1.21 | ) | 1.59 | ||||||||
| LESS DISTRIBUTIONS: | ||||||||||||
| From net investment income | — | (0.51 | ) | — | ||||||||
| From net realized gains on investments | (0.24 | ) | (0.93 | ) | — | |||||||
| Total distributions | (0.24 | ) | (1.44 | ) | — | |||||||
| Net asset value, end of year/period | $ | 10.92 | $ | 8.94 | $ | 11.59 | ||||||
| Total return (C) | 25.13 | % | (11.78 | )% | 15.90 | % (D,H) | ||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||
| Net assets, end of year/period (in 000’s) | $ | 1 | $ | 1 | $ | 1 | ||||||
| Ratios to average net assets | ||||||||||||
| Expenses, before waiver and reimbursement (F) | 3.25 | % | 3.53 | % | 4.07 | % (E) | ||||||
| Expenses, net waiver and reimbursement (F) | 2.99 | % | 2.99 | % | 2.99 | % (E) | ||||||
| Net investment income, before waiver and reimbursement (F,G) | 0.42 | % | 0.50 | % | 1.84 | % (E) | ||||||
| Net investment income net waiver and reimbursement (F,G) | 0.68 | % | 1.01 | % | 2.97 | % (E) | ||||||
| Portfolio turnover rate | 28 | % | 31 | % | 6 | % (D) | ||||||
| (A) | The Catalyst/Aspect Enhanced Multi-Asset Fund commenced operations December 28, 2023. |
| (B) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year/period. |
| (C) | Total return in the above tables represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends and does not reflect the impact of sales charges, if any. Had the advisor not waived its fees and reimbursed expenses, total return would have been lower. |
| (D) | Not annualized. |
| (E) | Annualized. |
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| (H) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
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Catalyst/Aspect Enhanced Multi-Asset Fund (Consolidated) (Continued)
For a Share Outstanding Throughout The Year/Period
| Class I | ||||||||||||
| For the | For the | For the | ||||||||||
| Year Ended | Year Ended | Period Ended | ||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2024 (A) |
||||||||||
| Net asset value, beginning of year/period | $ | 9.04 | $ | 11.64 | $ | 10.00 | ||||||
| INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||
| Net investment Income (B) | 0.18 | 0.19 | 0.23 | |||||||||
| Net realized and unrealized gain on investments | 2.17 | (1.29 | ) | 1.41 | ||||||||
| Total from investment operations | 2.35 | (1.10 | ) | 1.64 | ||||||||
| LESS DISTRIBUTIONS: | ||||||||||||
| From net investment income | — | (0.57 | ) | — | ||||||||
| From net realized gains on investments | (0.24 | ) | (0.93 | ) | — | |||||||
| Total distributions | (0.24 | ) | (1.50 | ) | — | |||||||
| Net asset value, end of year/period | $ | 11.15 | $ | 9.04 | $ | 11.64 | ||||||
| Total return (C) | 26.30 | % | (10.82 | )% | 16.40 | % (D) | ||||||
| RATIOS/SUPPLEMENTAL DATA: | ||||||||||||
| Net assets, end of year/period (in 000’s) | $ | 33,169 | $ | 32,675 | $ | 19,111 | ||||||
| Ratios to average net assets | ||||||||||||
| Expenses, before waiver and reimbursement (F) | 2.29 | % | 2.53 | % | 3.01 | % (E) | ||||||
| Expenses, net waiver and reimbursement (F) | 1.99 | % | 1.99 | % | 1.99 | % (E) | ||||||
| Net investment income, before waiver and reimbursement (F,G) | 1.41 | % | 1.42 | % | 3.03 | % (E) | ||||||
| Net investment income net waiver and reimbursement (F,G) | 1.71 | % | 1.95 | % | 4.05 | % (E) | ||||||
| Portfolio turnover rate | 28 | % | 31 | % | 6 | % (D) | ||||||
| (A) | The Catalyst/Aspect Enhanced Multi-Asset Fund commenced operations December 28, 2023. |
| (B) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the year/period. |
| (C) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. |
| (D) | Not annualized. |
| (E) | Annualized. |
| (F) | Does not include expenses of the underlying investment companies in which the Fund invests. |
| (G) | Recognition of net investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
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APPENDIX A:
INTERMEDIARY-SPECIFIC SALES CHARGE REDUCTIONS AND WAIVERS
Specific intermediaries may have different policies and procedures regarding the availability of sales charge reductions and waivers, which are discussed below. In all instances, it is the shareholder’s responsibility to notify the Fund or the shareholder’s financial intermediary at the time of purchase of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers.
MERRILL LYNCH
Purchases or sales of front-end (i.e. Class A) or level-load (i.e., Class C) mutual fund shares through a Merrill platform or account will be eligible only for the following sales load waivers (front-end, contingent deferred, or back-end waivers) and discounts, which differ from those disclosed elsewhere in this Fund’s prospectus. Purchasers will have to buy mutual fund shares directly from the mutual fund company or through another intermediary to be eligible for waivers or discounts not listed below.
It is the client’s responsibility to notify Merrill at the time of purchase or sale of any relationship or other facts that qualify the transaction for a waiver or discount. A Merrill representative may ask for reasonable documentation of such facts and Merrill may condition the granting of a waiver or discount on the timely receipt of such documentation.
Additional information on waivers and discounts is available in the Merrill Sales Load Waiver and Discounts Supplement (the “Merrill SLWD Supplement”) and in the Mutual Fund Investing at Merrill pamphlet at ml.com/funds. Clients are encouraged to review these documents and speak with their financial advisor to determine whether a transaction is eligible for a waiver or discount.
Front-end Load Waivers on Class A Shares available at Merrill Lynch
| ● | Shares of mutual funds available for purchase by employer-sponsored retirement, deferred compensation, and employee benefit plans (including health savings accounts) and trusts used to fund those plans provided the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans |
| ● | Shares purchased through a Merrill investment advisory program |
| ● | Brokerage class shares exchanged from advisory class shares due to the holdings moving from a Merrill investment advisory program to a Merrill brokerage account |
| ● | Shares purchased through the Merrill Edge Self-Directed platform |
| ● | Shares purchased through the systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same mutual fund in the same account |
| ● | Shares exchanged from level-load shares to front-end load shares of the same mutual fund in accordance with the description in the Merrill SLWD Supplement |
| ● | Shares purchased by eligible employees of Merrill or its affiliates and their family members who purchase shares in accounts within the employee’s Merrill Household (as defined in the Merrill SLWD Supplement) |
| ● | Shares purchased by eligible persons associated with the fund as defined in this prospectus (e.g. the fund’s officers or trustees) |
| ● | Shares purchased from the proceeds of a mutual fund redemption in front-end load shares provided (1) the repurchase is in a mutual fund within the same fund family; (2) the repurchase occurs within 90 calendar days from the redemption trade date, and (3) the redemption and purchase occur in the same account (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill’s account maintenance fees are not eligible for Rights of Reinstatement |
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CDSC Waivers on Class A and C Shares available at Merrill Lynch
| ● | Shares sold due to the client’s death or disability (as defined by Internal Revenue Code Section 22I(3)) |
| ● | Shares sold pursuant to a systematic withdrawal program subject to Merrill’s maximum systematic withdrawal limits as described in the Merrill SLWD Supplement |
| ● | Shares sold due to return of excess contributions from an IRA account |
| ● | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the investor reaching the qualified age based on applicable IRS regulation |
| ● | Front-end or level-load shares held in commission-based, non-taxable retirement brokerage accounts (e.g. traditional, Roth, rollover, SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans) that are transferred to fee-based accounts or platforms and exchanged for a lower cost share class of the same mutual fund |
Class A Shares Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
| ● | Breakpoint discounts, as described in this prospectus, where the sales load is at or below the maximum sales load that Merrill permits to be assessed to a front-end load purchase, as described in the Merrill SLWD Supplement |
| ● | Rights of Accumulation (ROA), as described in the Merrill SLWD Supplement, which entitles clients to breakpoint discounts based on the aggregated holdings of mutual fund family assets held in accounts in their Merrill Household |
On or about May 1, 2026, assets not held at Merrill will no longer be included in the ROA calculation. For more detail on the timing and calculation, please refer to the Merrill SLWD Supplement.
| ● | Letters of Intent (LOI), which allow for breakpoint discounts on eligible new purchases based on anticipated future eligible purchases within a fund family at Merrill, in accounts within your Merrill Household, as further described in the Merrill SLWD Supplement. |
On or about May 1, 2026, Merrill will no longer accept new LOIs. For more detail on the timing, please refer to the Merrill SLWD Supplement.
RBC CAPITAL MARKETS, LLC (“RBC”)
Front-end Sales Load Waivers on Class A Shares available at RBC
| ● | Employer-sponsored retirement plans. |
RAYMOND JAMES & ASSOCIATES, INC., RAYMOND JAMES FINANCIAL SERVICES, INC. & EACH ENTITY’S AFFILIATES (“Raymond James”)
Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.
Front-end sales load waivers on Class A shares available at Raymond James
| ● | Shares purchased in an investment advisory program. |
| ● | Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
164
| ● | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
| ● | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
| ● | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
| ● | Death or disability of the shareholder. |
| ● | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
| ● | Return of excess contributions from an IRA Account. |
| ● | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s prospectus. |
| ● | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
| ● | Shares acquired through a right of reinstatement. |
Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent
| ● | Breakpoints as described in this prospectus. |
| ● | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
| ● | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
MORGAN STANLEY WEALTH MANAGEMENT
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management (“Morgan Stanley”) transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Funds’ Prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley
| ● | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans |
| ● | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules |
165
| ● | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund |
| ● | Shares purchased through a Morgan Stanley self-directed brokerage account |
| ● | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program |
| ● | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
JANNEY MONTGOMERY SCOTT LLC
Effective May 1, 2020, if you purchase fund shares through a Janney Montgomery Scott LLC (“Janney”) brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or SAI.
Front-end sales charge* waivers on Class A shares available at Janney
| ● | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
| ● | Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
| ● | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement). |
| ● | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
| ● | Shares acquired through a right of reinstatement. |
| ● | Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures. |
CDSC waivers on Class A and C shares available at Janney
| ● | Shares sold upon the death or disability of the shareholder. |
| ● | Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus. |
| ● | Shares purchased in connection with a return of excess contributions from an IRA account. |
| ● | Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching age 70½ as described in the fund’s Prospectus. |
166
| ● | Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
| ● | Shares acquired through a right of reinstatement. |
| ● | Shares exchanged into the same share class of a different fund. |
Front-end sales charge* discounts available at Janney: breakpoints, rights of accumulation, and/or letters of intent
| ● | Breakpoints as described in the fund’s Prospectus. |
| ● | Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
| ● | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney Montgomery Scott may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
| * | Also referred to as an “initial sales charge.” |
Robert W. Baird & Co. (“Baird”)
Effective January 1, 2026, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.
Front-End Sales Charge Waivers on Class A Shares Available at Baird
| ● | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund |
| ● | Shares purchased by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird |
| ● | Shares purchased within 90 days following a redemption from a Catalyst Fund, provided (1) the redemption and purchase occur within the purchaser’s Baird household and (2) the redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement) |
| ● | A shareholder in the Fund’s Class C shares will have their share converted at net asset value to Class A shares of the same fund if the shares are no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird |
| ● | Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs |
CDSC Waivers on Class A and C Shares Available at Baird
| ● | Shares sold due to death or disability of the shareholder |
| ● | Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus |
| ● | Shares bought due to returns of excess contributions from an IRA Account |
167
| ● | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable Internal Revenue Service regulations as described in the Fund’s prospectus |
| ● | Shares sold to pay Baird fees but only if the transaction is initiated by Baird |
| ● | Shares acquired through a right of reinstatement |
Front-End Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations
| ● | Breakpoints as described in this prospectus |
| ● | Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Catalyst Funds assets held by accounts within the purchaser’s household at Baird. Eligible Catalyst Funds assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets |
| ● | Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of Catalyst Funds through Baird, over a 13-month period of time |
STIFEL
Shareholders purchasing or holding Catalyst Capital Advisors LLC shares, including existing fund shareholders, through a Stifel or affiliated platform that provides trade execution, clearance, and/or custody services, will be eligible for the following sales charge load waivers (including front-end sales charge waivers and contingent deferred, or back-end, (CDSC) sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the Fund’s SAI.
CLASS A SHARES
As described elsewhere in this prospectus, Stifel may receive compensation out of the front-end sales charge if you purchase Class A shares through Stifel.
Rights of accumulation
Rights of accumulation (ROA) that entitle shareholders to breakpoint discounts on front-end sales charges will be calculated by Stifel based on the aggregated holding of eligible assets in the Catalyst Capital Advisors LLC held by accounts within the purchaser’s household at Stifel. Ineligible assets include class A Money Market Funds not assessed a sales charge. Fund Family assets not held at Stifel may be included in the calculation of ROA only if the shareholder notifies his or her financial advisor about such assets.
The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level.
Front-end sales charge waivers on Class A shares available at Stifel
| ● | Class C shares that have been held for more than seven (7) years may be converted to Class A shares or other front-end share class(es) of the same fund pursuant to Stifel’s policies and procedures. To the extent that this prospectus elsewhere provides for a waiver with respect to the exchange or conversion of such shares following a shorter holding period, those provisions shall continue to apply. |
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| ● | Shares purchased by employees and registered representatives of Stifel or its affiliates and their family members as designated by Stifel. |
| ● | Shares purchased in a Stifel fee-based advisory program, often referred to as a “wrap” program. |
| ● | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same or other fund within the Insert Fund Company Name. |
| ● | Shares purchased from the proceeds of redeemed shares of a fund within the Catalyst family or funds so long as the proceeds are from the sale of shares from an account with the same owner/beneficiary within 90 days of the purchase. For the absence of doubt, automated transactions (i.e. systematic purchases, including salary deferral transactions and withdrawals) and purchases made after shares are sold to cover Stifel Nicolaus’ account maintenance fees are not eligible for rights of reinstatement. |
| ● | Shares from rollovers into Stifel from retirement plans to IRAs. |
| ● | Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the direction of Stifel. Stifel is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in this prospectus. |
| ● | Purchases of Class 529-A shares through a rollover from another 529 plan. |
| ● | Purchases of Class 529-A shares made for reinvestment of refunded amounts. |
| ● | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
Contingent Deferred Sales Charges Waivers on Class A and C Shares
| ● | Death or disability of the shareholder or, in the case of 529 plans, the account beneficiary. |
| ● | Shares sold as part of a systematic withdrawal plan not to exceed 12% annually. |
| ● | Return of excess contributions from an IRA Account. |
| ● | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
| ● | Shares acquired through a right of reinstatement. |
| ● | Shares sold to pay Stifel fees or costs in such cases where the transaction is initiated by Stifel. |
| ● | Shares exchanged or sold in a Stifel fee-based program. |
Share Class Conversions in Advisory Accounts
| ● | Stifel continually looks to provide our clients with the lowest cost share class available based on account type. Stifel reserves the right to convert shares to the lowest cost share class available at Stifel upon transfer of shares into an advisory program. |
The information disclosed in the appendix is part of, and incorporated in, the prospectus
169
PRIVACY NOTICE
Mutual Fund Series Trust
Rev. August 2021
| FACTS | WHAT DOES MUTUAL FUND SERIES TRUST 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 depends on the product or service that you have with us. This information can include:
| ||
| ● | Social Security number and wire transfer instructions | ||
| ● | account transactions and transaction history | ||
| ● | investment experience and purchase history | ||
|
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 customers’ 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 Mutual Fund Series Trust chooses to share; and whether you can limit this sharing. | ||
| Reasons we can share your personal information: | Does Mutual Fund Series Trust share information? |
Can you limit |
| 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 don’t share |
| For joint marketing with other financial companies. | No | We don’t share |
| For our affiliates’ everyday business purposes - information about your transactions and records. | No | We don’t share |
| For our affiliates’ everyday business purposes - information about your credit worthiness. | No | We don’t share |
| For our affiliates to market to you | No | We don’t share |
| For non-affiliates to market to you | No | We don’t share |
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PRIVACY NOTICE
Mutual Fund Series Trust
| What we do: | |||
| How does Mutual Fund Series Trust 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 Mutual Fund Series Trust collect my personal information? |
We collect your personal information, for example, when you:
| ||
| ● | open an account or deposit money | ||
| ● | direct us to buy securities or direct us to sell your securities | ||
| ● | seek advice about your investments | ||
|
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |||
| Why can’t 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 non-financial companies.
| ||
| ● | Mutual Fund Series Trust does not share with affiliates. | ||
| Non-affiliates |
Companies not related by common ownership or control. They can be financial and non-financial companies.
| ||
| ● | Mutual Fund Series Trust doesn’t 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.
| ||
| ● | Mutual Fund Series Trust doesn’t jointly market. | ||
| QUESTIONS? CALL | 1-866-447-4228 |
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FOR MORE INFORMATION
Several additional sources of information are available to you. The SAI, incorporated into this Prospectus by reference, contains detailed information on Fund policies and operations, including policies and procedures relating to the disclosure of portfolio holdings by the Funds’ affiliates. Annual and semi-annual reports contain management’s discussion of market conditions and investment strategies that significantly affected each Fund’s performance results as of the Fund’s latest semi-annual or annual fiscal year end.
Call the Funds at 1-866-447-4228 to request free copies of the SAI, the annual report and the semi-annual report, to request other information about the Funds and to make shareholder inquiries. You may also obtain this information from the Funds’ internet site at www.CatalystMF.com.
You may obtain information about the Funds (including the SAI and other reports) on the EDGAR Database on the SEC’s Internet site at http.//www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Investment Company Act File No. 811-21872
172
STATEMENT OF ADDITIONAL INFORMATION
November 1, 2026
MUTUAL FUND SERIES TRUST
Catalyst Systematic Alpha Fund
Class A: ATRAX Class C: ATRCX Class I: ATRFX
Catalyst Systematic High Income Fund
Class A: CWXAX Class C: CWXCX Class I: CWXIX
Catalyst Buffered Shield Fund
Class A: SHIEX Class C: SHINX Class I: SHIIX
Catalyst/Millburn Hedge Strategy Fund
Class A: MBXAX Class C: MBXCX Class C-1: MBXFX Class I: MBXIX
Catalyst Nasdaq-100 Hedged Income Fund
(formerly, Catalyst Nasdaq-100 Hedged Equity Fund)
Class A: CLPAX Class C: CLPCX Class I: CLPFX
Catalyst/Aspect Enhanced Multi-Asset Fund
Class A: CASAX Class C: CASCX Class I: CASIX
4221 North 203rd Street, Suite 100
Elkhorn, Nebraska 68022
This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectus of the Catalyst Systematic Alpha Fund (the “Systematic Alpha Fund”), Catalyst Systematic High Income Fund (the “Systematic High Income Fund”), Catalyst Buffered Shield Fund (the “Buffered Shield Fund”), Catalyst/Millburn Hedge Strategy Fund (the “Millburn Hedge Strategy Fund”), Catalyst Nasdaq-100 Hedged Income Fund (the “Nasdaq-100 Hedged Income Fund”) and Catalyst/Aspect Enhanced Multi-Asset Fund (the “Aspect Enhanced Multi-Asset Fund, (each, a “Fund” and, as defined and collectively, the “Funds”), dated November 1, 2026. Each Fund is a separate series of Mutual Fund Series Trust (the “Trust”), an open-end management company organized as an Ohio business trust. The Funds’ Financial Statements for the fiscal year ended June 30, 2026 are incorporated herein by reference and are available on the Fund’s website www.catalystmf.com. This SAI has been incorporated in its entirety into the Prospectus. Copies of the Prospectus and Financial Statements may be obtained at no charge from the Trust by writing to Catalyst Funds c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246 or calling 1-866-447-4228.
TABLE OF CONTENTS
| MUTUAL FUND SERIES TRUST | 3 | |
| INVESTMENT RESTRICTIONS | 3 | |
| OTHER INVESTMENT POLICIES | 4 | |
| ADDITIONAL INFORMATION ABOUT INVESTMENTS AND RISKS | 5 | |
| DISCLOSURE OF PORTFOLIO HOLDINGS | 26 | |
| TRUSTEES AND OFFICERS | 27 | |
| ORGANIZATION AND MANAGEMENT OF WHOLLY-OWNED SUBSIDIARIES (Millburn Hedge Strategy Fund, Systematic Alpha Fund and Aspect Enhanced Multi-Asset Fund) | 33 | |
| PRINCIPAL SHAREHOLDERS | 34 | |
| ADVISOR AND SUB-ADVISORS | 45 | |
| CODE OF ETHICS | 52 | |
| TRANSFER AGENT, FUND ACCOUNTING AGENT AND ADMINISTRATOR | 52 | |
| COMPLIANCE SERVICES | 54 | |
| CUSTODIAN | 55 | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 55 | |
| COUNSEL | 55 | |
| DISTRIBUTOR | 55 | |
| ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES | 58 | |
| SECURITIES LENDING TRANSACTIONS | 59 | |
| PROXY VOTING POLICY | 59 | |
| PORTFOLIO TURNOVER | 60 | |
| PORTFOLIO TRANSACTIONS | 60 | |
| Purchase and Redemption of Shares | 62 | |
| Reduction of Up-Front Sales Charge on Class A Shares | 63 | |
| Waivers of Up-Front Sales Charge on Class A Shares | 64 | |
| Exchange Privilege | 64 | |
| Waivers of Up-Front Sales Charge on Class C-1 Shares | 64 | |
| SALES CHARGE WAIVERS AND REDUCTIONS AVAILABLE THROUGH CERTAIN FINANCIAL INTERMEDIARIES | 65 | |
| NET ASSET VALUE | 65 | |
| TAX INFORMATION | 66 | |
| INVESTMENTS IN FOREIGN SECURITIES | 67 | |
| BACKUP WITHHOLDING | 68 | |
| FOREIGN SHAREHOLDERS | 68 | |
| WHOLLY-OWNED SUBSIDIARY (Millburn Hedge Strategy Fund, Systematic Alpha Fund and Aspect Enhanced Multi-Asset Fund) | 68 | |
| FINANCIAL STATEMENTS | 70 | |
| Appendix A—Description of Commercial Paper and Bond Ratings | 71 | |
| Appendix B | 73 | |
| Appendix C | 77 | |
| Appendix D | 86 | |
| Appendix E | 89 | |
| Appendix F | 93 |
MUTUAL FUND SERIES TRUST
The Trust, an Ohio business trust, is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company (or mutual fund). The Trust was formed by an Agreement and Declaration of Trust on February 27, 2006 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees of the Trust (“Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. Each Fund, except the Aspect Enhanced Multi-Asset Fund, is a diversified series of the Trust. The Aspect Enhanced Multi-Asset Fund is a diversified series of the Trust. There are currently several other series (or funds), and additional series may be created by the Board from time to time.
Catalyst Capital Advisors LLC (“Catalyst” or the “Advisor”) acts as investment advisor to the Funds.
Millburn Ridgefield LLC serves as the investment sub-advisor to the Millburn Hedge Strategy Fund.
Exceed Advisory LLC serves as the investment sub-advisor to the Buffered Shield Fund.
Equity Armor Investments, LLC serves as the investment sub-advisor to the Nasdaq-100 Hedged Income Fund.
Aspect Capital Limited serves as the investment sub-advisor to the Aspect Enhanced Multi-Asset Fund.
The Trust does not issue share certificates. All shares are held in non-certificate form registered on the books of the Trust and the Trust’s transfer agent for the account of the shareholder. Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series with each other share of that series and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Board. The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Board has the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of shares of any other series are in no way affected. In case of any liquidation of a series, the holders of shares of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that series. Expenses attributable to any series are borne by that series. There can be no assurance that a series will grow to an economically viable size, in which case the Board may determine to liquidate the series at a time that may not be opportune for shareholders. Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Board in such manner as the Board determines to be fair and equitable. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.
Each Fund offers four classes of shares. Each Fund, except Millburn Hedge Strategy Fund, offers Class A, Class C, Class I and Class T Shares. As of the date of this SAI only Class A, Class C and Class I are available for sale. Millburn Hedge Strategy Fund offers Class A, Class C, Class C-1 and Class I Shares. Each share class represents an interest in the same assets of a Fund, has the same rights and is identical in all material respects, except that (i) each class of shares may bear different distribution fees; (ii) each class of shares may be subject to different (or no) sales charges; (iii) certain other class specific expenses will be borne solely by the class to which such expenses are attributable; and (iv) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements. The Board may classify and reclassify the shares of a Fund into additional classes of shares at a future date.
INVESTMENT RESTRICTIONS
The following investment restrictions are fundamental policies of the Funds and cannot be changed unless the change is approved by the lesser of (a) 67% or more of the shares present at a meeting of shareholders if the holders of more than 50% of the outstanding voting shares of that Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting shares of that Fund.
As a matter of fundamental policy, each Fund, except as otherwise noted, may not:
3
(a) borrow money, except as permitted under the Investment Company Act of 1940, as amended (“1940 Act”)*, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;
(b) issue senior securities, except as permitted under the 1940 Act*, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;
(c) engage in the business of underwriting securities issued by others, except to the extent that the Fund may be deemed to be an underwriter in connection with the disposition of portfolio securities;
(d) purchase or sell real estate, which does not include securities of companies which deal in real estate or mortgages, or investments secured by real estate or interests therein, except that the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities;
(e) purchase or sell physical commodities, or forward contracts relating to physical commodities;
(f) make loans to other persons, except (i) loans of portfolio securities, and (ii) to the extent that entry into repurchase agreements and the purchase of debt instruments or interests in indebtedness in accordance with a Fund’s investment objective and policies, may be deemed to be loans.
(g) invest 25% or more 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, its agencies and instrumentalities or repurchase agreements with respect thereto. The Fund will consider the investments of underlying investment companies when determining its compliance with this restriction;
(h) (Systematic Alpha Fund, Systematic High Income Fund, Buffered Shield Fund, Millburn Hedge Strategy Fund and Nasdaq-100 Hedged Income Fund only) with respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or securities issued by other investment companies, if, as a result (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
* The 1940 Act limits a Fund’s ability to borrow money, prohibiting the Fund from issuing senior securities, except the Fund may borrow from any bank provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by the Fund, and provided further, that in the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three days thereafter or such longer period as may be prescribed by applicable rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%.
With respect to interpretations of the SEC or its staff described in paragraph (b) above, the SEC and its staff have identified various securities trading practices and derivative instruments used by mutual funds that give rise to potential senior security issues under Section 18(f) of the 1940 Act. However, rather than rigidly deeming all such practices as impermissible forms of issuing a “senior security” under Section 18(f), the SEC has adopted Rule 18f-4 under the 1940 Act, which permits a Fund to enter into derivatives transactions, and certain similar transactions, notwithstanding the prohibitions and restrictions on the issuance of senior securities under Section 18(f) of the 1940 Act (“Rule 18f-4”), subject to the conditions of Rule 18f-4.
Rule 18f-4 imposes limits on the amount of derivatives a Fund can enter into, eliminates the asset segregation framework previously used by the Funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities, and requires a Fund to maintain a comprehensive derivative risk management program, and appoint a derivatives risk manager, if its exposure to derivatives is above a specified amount.
OTHER INVESTMENT POLICIES
The following investment policies are not fundamental and may be changed by the Board without the approval of the shareholders of the Funds:
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| (a) | No Fund will purchase securities or evidences of interest thereon on “margin.” This limitation is not applicable to short-term credit obtained by a Fund for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving futures contracts and other permitted investments and techniques; |
| (b) | No Fund will mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund, except as may be necessary in connection with permitted borrowings. The Fund shall maintain asset coverage of 300% of all borrowings. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales, securities lending and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation; |
| (c) | No Fund will purchase any security while borrowings representing more than one third of its total assets are outstanding. |
If a restriction on a Fund’s investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets invested in certain securities or other instruments, or change in average duration of the Fund’s investment portfolio, resulting from changes in the value of the Fund’s total assets will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
Pursuant to Rule 22e-4, no Fund will invest more than 15% of its net assets in investments for which there are legal or contractual restrictions on resale and other illiquid investments. Rule 144A investments with registration rights are not considered to be illiquid. If illiquid investments exceed 15% of the Fund’s net assets, the Fund will take corrective action consistent with Rule 22e-4.
Temporary Defensive Positions
From time to time, a Fund may take temporary defensive positions which are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. For example, a Fund may hold all or a portion of its assets in money market instruments, including cash, cash equivalents, U.S. government securities, other investment grade fixed income securities, certificates of deposit, bankers’ acceptances, commercial paper, money market funds, and repurchase agreements. While a Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. If a Fund invests in a money market fund, the shareholders of the Fund generally will be subject to duplicative advisory fees. Although a Fund would do this only in seeking to avoid losses, the Fund will be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market. A Fund also may invest in money market instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies.
ADDITIONAL INFORMATION ABOUT INVESTMENTS AND RISKS
Unless restricted by the fundamental policies of any Fund, the following policies supplement the investment objective and policies of the Funds as set forth in the Prospectus. Each reference to “Advisor” in the section below includes, where applicable, the Fund’s sub-advisor.
Common Stocks. The Funds may invest in common stocks, which include the common stock of any class or series of domestic or foreign corporations or any similar equity interest, such as a trust or partnership interest. These investments may or may not pay dividends and may or may not carry voting rights. Common stock occupies the most junior position in a company’s capital structure. The Funds may also invest in warrants and rights related to common stocks.
Investments in Small and Unseasoned Companies. Unseasoned and small companies may have limited or unprofitable operating histories, limited financial resources, and inexperienced management. In addition, they often face competition from larger or more established firms that have greater resources. Securities of small and unseasoned
5
companies are frequently traded in the over-the-counter market or on regional exchanges where low trading volumes may result in erratic or abrupt price movements. To dispose of these securities, a Fund may need to sell them over an extended period or below the original purchase price. Investments by a Fund in these small or unseasoned companies may be regarded as speculative.
Securities of Other Investment Companies. The Funds may invest in securities issued by other investment companies. Each Fund intends to limit its investments in accordance with applicable law, or as permitted by Rule 12d1-4 under the 1940 Act. Among other things, such law would limit these investments so that, as determined immediately after a securities purchase is made by a Fund: (a) not more than 5% of the value of its total assets will be invested in the securities of any one investment company; (b) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group; (c) not more than 3% of the outstanding voting stock of any one investment company will be owned by the Fund; and (d) not more than 10% of the outstanding voting stock of any one closed-end investment company will be owned by the Fund together with all other investment companies that have the same advisor. Under certain sets of conditions, different sets of restrictions may be applicable. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of that investment company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that a Fund bears directly in connection with its own operations. Investment companies in which a Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their Shares and other types of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne directly by the Funds’ shareholders.
The Funds intend to rely on Section 12(d)(1)(F) and Rule 12d1-4 under the 1940 Act which, in conjunction with one another, allow registered investment companies (such as the Funds) to exceed the limitations described above, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) does not exceed the limits on sales loads established by the Financial Industry Regulatory Authority (“FINRA”) for funds of funds, and the registered investment company “mirror votes” any securities purchased pursuant to Section 12(d)(1)(F).
Exchange Traded Funds. Each Fund may invest in a range of exchange-traded funds (“ETFs”). An ETF is an investment company that offers investors a proportionate share in a portfolio of stocks, bonds, commodities, currencies or other securities. Like individual equity securities, ETFs are traded on a stock exchange and can be bought and sold throughout the day. Traditional ETFs attempt to achieve the same investment return as that of a particular market index, such as the S&P 500 Index. To mirror the performance of a market index, an ETF invests either in all of the securities in the index or a representative sample of securities in the index. Some ETFs also invest in futures contracts or other derivative instruments to track their benchmark index. Unlike traditional indexes, which generally weight their holdings based on relative size (market capitalization), enhanced or fundamentally weighted indexes use weighting structures that include other criteria such as earnings, sales, growth, liquidity, book value or dividends. Some ETFs also use active investment strategies instead of tracking broad market indexes. Investments in ETFs are considered to be investment companies; see “Securities of Other Investment Companies” above.
When a Fund invests in ETFs, it is subject to the specific risks of the underlying investments of the ETF. These risks could include those associated with small companies, illiquidity risk, sector risk, foreign and emerging market risk, short selling, and leverage, as well as risks associated with fixed income securities, real estate investments, and commodities. ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices or sector 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, the ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable indices.
When a Fund invests in sector ETFs, there is a risk that securities within the same group of industries will decline in price due to sector-specific market or economic developments. If a Fund invests more heavily in a particular sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector. As a result, a Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries. Additionally, some sectors could be subject to greater government regulation than other sectors. Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors. The sectors in which each Fund may be more heavily invested will vary.
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To offset the risk of declining security prices, the Funds may invest in inverse ETFs. Inverse ETFs are funds designed to rise in price when stock prices are falling. Inverse ETF index funds seek to provide investment results that will match a certain percentage of the inverse of the performance of a specific benchmark on a daily basis. For example, if an inverse ETF’s current benchmark is the inverse of the Russell 2000 Index and the ETF meets its objective, the value of the ETF will tend to increase on a daily basis when the value of the underlying index decreases (e.g., if the Russell 2000 Index goes down 5%, then the inverse ETF’s value should go up 5%).
ETFs or inverse ETFs may employ leverage, which magnifies the changes in the underlying stock index upon which they are based. Any strategy that includes inverse or leveraged securities could cause a Fund to suffer significant losses.
Closed-End Investment Companies. The Funds may invest in “closed-end” investment companies (or “closed-end funds”), subject to the investment restrictions set forth below. The Funds, together with any company or companies controlled by the Funds, and any other investment companies having a Sub-Advisor as an investment advisor, may purchase only up to 10% of the total outstanding voting stock of any closed-end fund. Typically, the common shares of closed-end funds are offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission. Such securities are then listed for trading on a national securities exchange or in the over-the-counter markets. Because the common shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Funds), investors seek to buy and sell common shares of closed-end funds in the secondary market. The common shares of closed-end funds may trade at a price per share which is more or less than the net asset value (“NAV”) per share, the difference representing the “market premium” or the “market discount” of such common shares, respectively.
There can be no assurance that a market discount on common shares of any closed-end fund will ever decrease. In fact, it is possible that this market discount may increase, and a Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the NAV of that Fund’s shares. Similarly, there can be no assurance that the common shares of closed-end funds which trade at a premium will continue to trade at a premium, or that the premium will not decrease subsequent to a purchase of such shares by a Fund. The Funds may also invest in preferred shares of closed-end funds.
Investors in the Funds should recognize that they may invest directly in closed-end funds, and that by investing in closed-end funds indirectly through the Funds they will bear not only their proportionate share of the expenses of the Funds (including operating costs and investment advisory and administrative fees) but also, indirectly, similar fees of the underlying closed-end funds. An investor may incur increased tax liabilities by investing in the Funds rather than directly in the underlying funds.
Business Development Companies (BDCs) and Special Purpose Acquisition Companies (SPACs). The Funds may invest in BDCs and SPACs. Federal securities laws impose certain restraints upon the organization and operations of BDCs and SPACs. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of private companies or in thinly traded U.S. public companies, cash, cash equivalents, U.S. government securities, and high quality debt instruments that mature in one year or less. SPACs typically hold 85% to 100% of the proceeds raised from their IPO in trust to be used at a later date for a merger or acquisition. The SPAC must sign a letter of intent for a merger or acquisition within 18 months of the IPO. Otherwise, it will be forced to dissolve and return the assets held in the trust to the public stockholders. However, if a letter of intent is signed within 18 months, the SPAC can close the transaction within 24 months. In addition, the target of the acquisition must have a fair market value that is equal to at least 80% of the SPAC’s assets at the time of acquisition and a majority of shareholders voting must approve this combination. When a deal is proposed, a shareholder can stay with the transaction by voting for it or elect to sell his shares in the SPAC. SPACs are more transparent than private equity as they may be subject to certain SEC regulations, including registration statement requirements under the Securities Act of 1933 and 10-K, 10-Q and 8-K financial reporting requirements. Since SPACs are publicly traded, they provide limited liquidity to an investor (i.e. the investment comes in the form of common shares and warrants which can be traded). Other than the risks normally associated with IPOs, SPACs’ public shareholders’ risks include limited liquidity of their securities (as shares are generally thinly traded), loss of 0-15% of their investments (resulting from the SPACs operating costs) if no deals are made, and lack of investment diversification as assets are invested in a single company.
Undertakings in Collective Investment in Transferable Securities (UCITS) Funds. The Funds may invest in affiliated and unaffiliated UCITS funds, open-ended pooled or collective investment undertakings established in
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accordance with the UCITS Directive adopted by members of the European Union. The underlying investments of a UCITS fund must have sufficient liquidity to fulfill redemptions at the request of shareholders, either directly or indirectly out of the underlying investments. The assets of a UCITS fund are entrusted to an independent custodian or depositary for safekeeping and held on a segregated basis. To the extent a Fund holds interests in a UCITS fund, the Fund will bear two layers of asset-management fees and expenses (directly at the Fund level and indirectly at the UCITS fund level) and a single layer of incentive fees (at the UCITS fund level), if applicable.
Options on Securities. Each Fund may purchase put or call options on equity securities (including securities of ETFs). Each Fund may also write call options and put options on stocks only if they are covered, as described below, and such options must remain covered so long as the Fund is obligated as a writer. Option transactions can be executed either on a national exchange or through a private transaction with a broker-dealer (an “over-the-counter” transaction). Each Fund may write (sell) “covered” call options and purchase options in a spread to hedge (cover) written options, and to close out options previously written by it.
A call option gives the holder (buyer) the “right to purchase” a security at a specified price (the exercise price) at any time until a certain date (the expiration date). So long as the obligation of the writer (seller) of a call option continues, the writer may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring the writer to deliver the underlying security against payment of the exercise price. This obligation terminates upon the expiration of the call option, or such earlier time at which the writer effects a closing purchase transaction by purchasing an option identical to that previously sold. To secure the obligation to deliver the underlying security upon exercise of a call option subject to the Options Clearing Corporation (“OCC”), a writer is required to deposit in escrow the underlying security or other assets in accordance with OCC rules.
The purpose of writing covered call options is to generate additional premium income for a Fund. This premium income will serve to enhance a Fund’s total return and will reduce the effect of any price decline of the security involved in the option. Covered call options will generally be written on securities which, in the opinion of the Advisor, are not expected to make any major price moves in the near future, but which, over the long term, are deemed to be attractive investments for the particular Fund.
A Fund may write only call options on equity securities that are “covered”. A call option is “covered” if the Fund either owns the underlying security or has an absolute and immediate right (such as a call with the same or a later expiration date) to acquire that security on the same economic terms. If a Fund writes a call option, the purchaser of the option has the right to buy (and the Fund has the obligation to sell) the underlying security at the exercise price throughout the term of the option. The initial amount paid to a Fund by the purchaser of the option is the “premium.” A Fund’s obligation as the writer of a call option to deliver the underlying security against payment of the exercise price will terminate either upon expiration of the option or earlier if the Fund is able to effect a “closing purchase transaction” through the purchase of an equivalent option. There can be no assurance that a closing purchase transaction can be effected at any particular time or at all. A Fund would not be able to effect a closing purchase transaction after it had received notice of exercise. Fund securities on which call options may be written will be purchased solely on the basis of investment considerations consistent with a Fund’s investment objective. The writing of covered call options is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked or uncovered options, which the Funds will not do), but capable of enhancing a Fund’s total return. When writing a covered call option, a Fund, in return for the premium, gives up the opportunity for profit from a price increase in the underlying security above the exercise price, but retains the risk of loss should the price of the security decline. Unlike one who owns securities not subject to an option, a Fund has no control over when the Fund may be required to sell the underlying securities, since it may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option which a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security during the option period. If the call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security.
The premium received is the market value of an option. The premium a Fund will receive from writing a call option will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to such market price, the historical price volatility of the underlying security, and the length of the option period. Once the decision to write a call option has been made, the Advisor, in determining whether a particular call option should be written on a particular security, will consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will exist for such option. The premium received by a Fund for writing covered call options will be recorded as a liability in the Fund’s statement of assets and liabilities. This liability will be adjusted daily to the option’s
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current market value, which is the mean of the closing bid and asked prices, after closing rotation is completed (i.e., after such closing prices are computed, currently at 4:02 p.m. Eastern Time and 4:15 p.m. Eastern Time, depending on the type of contract), or the closing prices as of the time at which the net asset value per share of the Fund is computed (the close of the New York Stock Exchange). The liability will be extinguished upon expiration of the option, the purchase of an identical option in a closing transaction, or delivery of the underlying security upon the exercise of the option.
Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security from being called, or to permit the sale of the underlying security. Furthermore, effecting a closing transaction will permit a Fund to write another call option on the underlying security with either a different exercise price or expiration date, or both. If a Fund desires to sell a particular security from its portfolio on which it has written a call option, the Fund will seek to effect a closing transaction prior to, or concurrently with, the sale of the security. There is, of course, no assurance that a Fund will be able to effect such closing transactions at a favorable price. If a Fund cannot effect such a closing transaction, the Fund may be required to hold a security that it might otherwise have sold, in which case it would continue to be at market risk on the security. A Fund will pay transaction costs in connection with the purchase of options to close out previously written options. Such transaction costs are normally higher than those applicable to purchases and sales of portfolio securities.
The exercise price of the options may be below, equal to, or above the current market values of the underlying securities at the time the options are written. From time to time, a Fund may purchase an underlying security for delivery in accordance with an exercise notice of a call option assigned to the Fund, rather than delivering such security from its portfolio. In such cases, additional costs will be incurred.
A Fund will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from the writing of the option. It is possible that the cost of effecting a closing transaction may be greater than the premium received by a Fund for writing the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the purchase of a call option is likely to be offset in whole or in part by appreciation of the underlying security owned by a Fund.
In order to write a call option, a Fund is required to comply with OCC rules and the rules of the various exchanges with respect to collateral requirements.
A Fund may also purchase put options so long as they are listed on an exchange. If a Fund purchases a put option, it has the option to sell the subject security at a specified price at any time during the term of the option.
Purchasing put options may be used as a portfolio investment strategy when the Advisor perceives significant short-term risk, but substantial long-term appreciation for the underlying security. The put option acts as an insurance policy, as it protects against significant downward price movement while it allows full participation in any upward movement. If a Fund is holding a stock that the Advisor feels has strong fundamentals, but for some reason may be weak in the near term, it may purchase a listed put on such security, thereby giving itself the right to sell such security at a certain strike price throughout the term of the option. Consequently, a Fund will exercise the put only if the price of such security falls below the strike price of the put. The difference between the put option’s strike price and the market price of the underlying security on the date a Fund exercises the put, less transaction costs, will be the amount by which the Fund will be able to hedge against a decline in the underlying security. If, during the period of the option, the market price for the underlying security remains at or above the put option’s strike price, the put will expire worthless, representing a loss of the price a Fund paid for the put, plus transaction costs. If the price of the underlying security increases, the profit a Fund realizes on the sale of the security will be reduced by the premium paid for the put option less any amount for which the put may be sold.
A Fund may write put options on a fully covered basis on a stock the Fund intends to purchase. If a Fund writes a put option, the purchaser of the option has the right to sell (and the Fund has the obligation to buy) the underlying security at the exercise price throughout the term of the option. The initial amount paid to a Fund by the purchaser of the option is the “premium.” A Fund’s obligation to purchase the underlying security against payment of the exercise price will terminate either upon expiration of the option or earlier if the Fund is able to effect a “closing purchase transaction” through the purchase of an equivalent option. There can be no assurance that a closing purchase transaction can be effected at any particular time or at all.
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A Fund may purchase a call option or sell a put option on a stock (including securities of ETFs) it may purchase at some point in the future. The purchase of a call option or sale of a put option is viewed as an alternative to the purchase of the actual stock. The number of option contracts purchased multiplied by the exercise price times the option multiplier will normally not be any greater than the number of shares that would have been purchased had the underlying security been purchased. If a Fund purchases a call option, it has the right, but not the obligation, to purchase (and the seller has the obligation to sell) the underlying security at the exercise price throughout the term of the option. The initial amount paid by a Fund to the seller of the call option is known as the “premium.” If during the period of the option the market price of the underlying security remains at or below the exercise price, a Fund will be able to purchase the security at the lower market price. The profit or loss a Fund may realize on the eventual sale of a security purchased by means of the exercise of a call option will be reduced by the premium paid for the call option. If, during the period of the call option, the market price for the underlying security is at or below the call option’s strike price, the call option will expire worthless, representing a loss of the price a Fund paid for the call option, plus transaction costs.
Stock Index Options. A Fund will write call options on stock indexes only if on such date it holds a portfolio of stocks at least equal to the value of the index times the multiplier times the number of contracts.
Transactions in Stock Options. Purchase and sales of options involve the risk that there will be no market in which to effect a closing transaction. An option position may be closed out only on an exchange that provides a secondary market for an option of the same series or, if the transaction was an over-the-counter transaction, through the original broker-dealer. Although a Fund will generally buy and sell options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange may exist. If the Fund, as a covered call or put option writer, is unable to effect an offsetting closing transaction in a secondary market, it will, for a call option it has written, not be able to sell the underlying security until the call option expires or, for a put option it has written, not be able to avoid purchasing the underlying security until the put option expires.
Options on Stock Indexes. Each Fund’s purchase and sale of options on stock indexes will be subject to risks described above under “Transactions in Stock Options.” In addition, the distinctive characteristics of options on stock indexes create certain risks that are not present with stock options.
Since the value of a stock index option depends upon the movements in the level of the stock index, rather than the price of a particular stock, whether a Fund will realize a gain or loss on the purchase or sale of an option on a stock index depends upon movements in the level of stock prices in the stock market, generally, or in an industry or market segment, rather than movements in the price of a particular stock. Accordingly, successful use by a Fund of options on stock indexes is subject to the Advisor’s ability to correctly predict movements in the direction of the stock market, generally, or of a particular industry or market segment. This requires skills and techniques different from predicting changes in the price of individual stocks.
Stock index prices may be distorted if trading of certain stocks included in the stock index is interrupted. Trading in the stock index options also may be interrupted in certain circumstances, such as if trading were halted in a substantial number of stocks included in the stock index. If this occurred, a Fund would not be able to close out options that it had purchased or written and, if restrictions on exercise were imposed, might not be able to exercise an option that it was holding, which could result in substantial losses to the Fund. It is the policy of each Fund to purchase or write options only on stock indexes that include a number of stocks sufficient to minimize the likelihood of a trading halt in the stock index, for example, the S&P 100 or S&P 500 index option.
Although the markets for certain stock index option contracts have developed rapidly, the markets for other stock index options are still relatively illiquid. The ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop in all stock index option contracts. A Fund will not purchase or sell stock index option contracts unless and until, in the Advisor’s opinion, the market for such options has developed sufficiently that the risk in connection with these transactions is no greater than the risk in connection with options on stock.
Hedging. Hedging is a means of transferring risk that an investor does not wish to assume during an uncertain market environment. The Funds are permitted to enter into these transactions solely: (a) to hedge against changes in the market value of portfolio securities, and against changes in the market value of securities intended to be purchased, (b) to close out or offset existing positions, or (c) to manage the duration of a portfolio’s fixed income investments.
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Hedging activity in a Fund may include buying or selling (writing) put or call options on stocks, shares of exchange traded funds or stock indexes, entering into stock index futures contracts or financial futures contracts, or buying or selling options on stock index futures contracts or financial futures contracts, including, but not limited to, futures contracts on U.S. Treasury securities and interest related indices. The Fund will buy or sell options on stock index futures contracts traded on a national exchange or board of trade and options on securities and on stock indexes traded on national securities exchanges or through private transactions directly with a broker-dealer. The Fund may hedge a portion of its portfolio by selling stock index futures contracts or purchasing puts on these contracts to limit exposure to an actual or anticipated market decline. A Fund may hedge against fluctuations in currency exchange rates, in connection with its investments in foreign securities, by purchasing foreign forward currency exchange contracts. All hedging transactions must be appropriate for reduction of risk and cannot be for speculation.
The Funds may engage in transactions in futures contracts and options on futures contracts.
Regulation as a Commodity Pool Operator. The Systematic Alpha Fund, Systematic High Income Fund, Millburn Hedge Strategy Fund and Aspect Enhanced Multi-Asset Fund, and their respective Subsidiaries, are “commodity pools” under the U.S. Commodity Exchange Act, as amended (“CEA”), and the Advisor is registered as a “commodity pool operator” with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). As a registered commodity pool operator with respect to the Funds and their respective Subsidiaries, the Advisor must comply with various regulatory requirements under the CEA, and the rules and regulations of the CFTC and the NFA, including investor protection requirements, antifraud prohibitions, disclosure requirements, and reporting and recordkeeping requirements. The Advisor is also subject to periodic inspections and audits by the CFTC and NFA.
The Advisor, with respect to the other series of the Trust not named above, has filed, on behalf of each such series, with the NFA, a notice claiming an exclusion from the definition of the term “commodity pool operator” under the CEA, and the rules of the CFTC promulgated thereunder, with respect to each such series’ operations. Accordingly, such series are not currently subject to registration or regulation as a commodity pool operator.
Convertible Securities. The Funds may invest in convertible securities, including debt securities or preferred stock that may be converted into common stock or that carry the right to purchase common stock. Convertible securities entitle the holder to exchange the securities for a specified number of shares of common stock, usually of the same company, at specified prices within a certain period of time. They also entitle the holder to receive interest or dividends until the holder elects to exercise the conversion privilege.
The terms of any convertible security determine its ranking in a company’s capital structure. In the case of subordinated convertible debentures, the holder’s claims on assets and earnings are generally subordinate to the claims of other creditors, and senior to the claims of preferred and common stockholders. In the case of convertible preferred stock, the holder’s claims on assets and earnings are subordinate to the claims of all creditors, and are senior to the claims of common stockholders. As a result of their ranking in a company’s capitalization, convertible securities that are rated by nationally recognized statistical rating organizations (“NRSROs”) are generally rated below other obligations of the company, and many convertible securities are not rated.
Preferred Stock. The Funds may invest in preferred stock. Preferred stock, unlike common stock, offers a stated dividend rate payable from the issuer’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of the preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline.
Warrants. The Funds may invest in warrants. A Fund may purchase warrants issued by domestic and foreign companies to purchase newly created equity securities consisting of common and preferred stock. Warrants are securities that give the holder the right, but not the obligation, to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price, either on a certain date or during a set period. The equity security underlying a warrant is authorized at the time the warrant is issued or is issued together with the warrant.
Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a speculative investment. At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself, and price movements in the underlying security are generally magnified
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in the price movements of the warrant. This leveraging effect enables the investor to gain exposure to the underlying security with a relatively low capital investment. This leveraging increases an investor’s risk, however, in the event of a decline in the value of the underlying security, and can result in a complete loss of the amount invested in the warrant. In addition, the price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value. The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant, a change in the perception as to the future price of the underlying security, or any combination thereof. Warrants generally pay no dividends and confer no voting or other rights other than to purchase the underlying security.
United States Government Obligations. The Funds may invest in obligations issued or guaranteed by the United States government, or by its agencies or instrumentalities. Obligations issued or guaranteed by federal agencies or instrumentalities may or may not be backed by the “full faith and credit” of the United States. Securities that are backed by the full faith and credit of the United States include Treasury bills, Treasury notes, Treasury bonds, and obligations of the Government National Mortgage Association, the Farmers Home Administration, and the Export-Import Bank. In the case of securities not backed by the full faith and credit of the United States, the Funds must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitments. Securities that are not backed by the full faith and credit of the United States include, but are not limited to, obligations of the Tennessee Valley Authority, the Federal National Mortgage Association and the United States Postal Service, each of which has the right to borrow from the United States Treasury to meet its obligations, and obligations of the Federal Farm Credit System and the Federal Home Loan Banks, both of whose obligations may be satisfied only by the individual credits of each issuing agency.
Foreign Government Obligations. The Funds may invest in short-term obligations of foreign sovereign governments or of their agencies, instrumentalities, authorities or political subdivisions. These securities may be denominated in United States dollars or in another currency. See “Foreign Investment” below.
Bank Obligations. Each Fund may invest in bank obligations, such as bankers’ acceptances, certificates of deposit, and time deposits.
Bankers’ acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Investments will be in bankers’ acceptances guaranteed by domestic and foreign banks having, at the time of investment, capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of their most recently published financial statements).
Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return.
Commercial Paper. Commercial paper consists of unsecured promissory notes, including master notes, issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return. Master notes, however, are obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed.
Master notes are governed by agreements between the issuer and the Advisor, acting as agent, for no additional fee, in its capacity as advisor or sub-advisor to a Fund and as fiduciary for other clients for whom it exercises investment discretion. The monies loaned to the borrower come from accounts maintained with or managed by the Advisor or its respective affiliates, pursuant to arrangements with such accounts. Interest and principal payments are credited to such accounts. The Advisor, acting as a fiduciary on behalf of its respective clients, has the right to increase or decrease the amount provided to the borrower under an obligation. The borrower has the right to pay, without penalty, all or any part of the principal amount then outstanding on an obligation, together with interest to the date of payment. Since these obligations typically provide that the interest rate is tied to the Treasury bill auction rate, the rate on master notes is subject to change. Repayment of master notes to participating accounts depends on the ability of the borrower to pay the accrued interest and principal of the obligation on demand, which is continuously monitored by the Advisor. Master notes typically are not rated by credit rating agencies.
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The Funds may purchase commercial paper consisting of issues rated at the time of purchase within the three highest rating categories by NRSROs. The Funds may also invest in commercial paper that is not rated, but is determined by the Advisor, under guidelines established by the Board, to be of comparable quality.
Other Fixed Income Securities. Other fixed income securities in which the Funds may invest include nonconvertible preferred stocks and nonconvertible corporate debt securities.
The Funds may invest in short-term investments (including repurchase agreements “collateralized fully,” as provided in Rule 2a-7 under the 1940 Act; interest-bearing or discounted commercial paper, including dollar denominated commercial paper of foreign issuers; and any other taxable and tax-exempt money market instruments, including variable rate demand notes, that are “Eligible Securities,” as defined in Rule 2a-7 under the 1940 Act).
Variable Amount Master Demand Notes. Variable amount master demand notes are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic readjustments in the interest rate according to the terms of the instrument. They are also referred to as variable rate demand notes. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time or during specified periods not exceeding one year, depending upon the instrument involved, and may resell the note at any time to a third party. The Advisor will consider the earning power, cash flow, and other liquidity ratios of the issuers of such notes, and will continuously monitor their financial status and ability to meet payment on demand.
Variable and Floating Rate Notes. A variable rate note is one whose terms provide for the readjustment of its interest rate on set dates and which, upon such readjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate note is one whose terms provide for the readjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Such notes are frequently not rated by credit rating agencies. These notes must satisfy the same quality standards as commercial paper investments. Unrated variable and floating rate notes purchased by a Fund must be determined by the Advisor, under guidelines approved by the Board, to be of comparable quality at the time of purchase to rated instruments eligible for purchase under the Fund’s investment policies. In making such determinations, the Advisor will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes (such issuers include financial, merchandising, bank holding, and other companies) and will continuously monitor their financial condition. Although there may be no active secondary market with respect to a particular variable or floating rate note purchased by a Fund, a Fund may resell the note at any time to a third party. The absence of an active secondary market, however, could make it difficult for a Fund to dispose of a variable or floating rate note in the event the issuer of the note defaulted on its payment obligations and a Fund could, as a result or for other reasons, suffer a loss to the extent of the default. Variable or floating rate notes may be secured by bank letters of credit.
Foreign Investments. The Funds may invest in certain obligations or securities of foreign issuers. Certain of these investments may be in the form of American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), other similar depositary receipts, ETFs or other investment companies that invest in foreign securities, Yankee Obligations, and U.S. dollar-denominated securities issued by foreign branches of U.S. and foreign banks. Foreign investments may subject a Fund to investment risks that differ in some respects from those related to investment in obligations of U.S. domestic issuers. Such risks include future adverse political and economic developments, possible seizure, nationalization or expropriation of foreign investments, less stringent disclosure requirements, the possible establishment of exchange controls or taxation at the source or other taxes, and the adoption of other foreign governmental restrictions.
Additional risks include less publicly available information, less government supervision and regulation of foreign securities exchanges, brokers and issuers, the risk that companies may not be subject to the accounting, auditing and financial reporting standards and requirements of U.S. companies, the risk that foreign securities markets may have less volume and therefore many securities traded in these markets may be less liquid and their prices more volatile than U.S. securities, and the risk that custodian and brokerage costs may be higher. Foreign issuers of securities or obligations are often subject to accounting treatment, and engage in business practices, different from those of domestic issuers of similar securities or obligations. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks. Certain of these investments may subject the Funds to currency fluctuation risks.
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Other investment risks include the possible imposition of foreign withholding taxes on certain amounts of a Fund’s income, which may reduce the net return on non-U.S. investments as compared to income received from a U.S. issuer, the possible seizure or nationalization of foreign assets and the possible establishment of exchange controls, expropriation, confiscatory taxation, other foreign governmental laws or restrictions which might adversely affect payments due on securities held by the Fund, the lack of extensive operating experience of eligible foreign sub-custodians, and legal limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the sub-custodian’s bankruptcy.
In addition, there may be less publicly available information about a non-U.S. issuer than about a U.S. issuer, and non-U.S. issuers may not be subject to the same accounting, auditing, and financial record-keeping standards and requirements as U.S. issuers. In particular, the assets and profits appearing on the financial statements of an emerging market country issuer may not reflect its financial position or results of operations in the way they would be reflected had the financial statements been prepared in accordance with U.S. generally accepted accounting principles. In addition, for an issuer that keeps accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuer’s balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of those issuers and securities markets.
Finally, in the event of a default of any such foreign obligations, it may be more difficult for a Fund to obtain or enforce a judgment against the issuers of such obligations. The manner in which foreign investors may invest in companies in certain emerging market countries, as well as limitations on such investments, also may have an adverse impact on the operations of a Fund. For example, a Fund may be required in certain of such countries to invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of a Fund. Re-registration may, in some instances, not be able to occur on a timely basis, resulting in a delay during which the Fund may be denied certain of its rights as an investor.
Depositary Receipts. Each Fund’s investments may include securities of foreign issuers in the form of sponsored or unsponsored ADRs, GDRs and EDRs. ADRs are depositary receipts typically issued by a United States bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. EDRs and GDRs are typically issued by foreign banks or trust companies, although they also may be issued by United States banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or a United States corporation. Generally, depositary receipts in registered form are designed for use in the United States securities market, and depositary receipts in bearer form are designed for use in securities markets outside the United States Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Ownership of unsponsored depositary receipts may not entitle a Fund to financial or other reports from the issuer of the underlying security to which it would be entitled as the owner of sponsored depositary receipts.
Emerging Markets. Each Fund may invest in securities of issuers located in “emerging markets” (lesser developed countries located outside of the U.S.) or ETFs, or other investment companies that invest in emerging market securities. Investing in emerging markets involves not only the risks described above with respect to investing in foreign securities, but also other risks, including exposure to economic structures that are generally less diverse and mature, and to political systems that can be expected to have less stability, than those of developed countries. Other characteristics of emerging markets that may affect investment include certain national policies that may restrict investment by foreigners in issuers or industries deemed sensitive to relevant national interests and the absence of developed structures governing private and foreign investments and private property. The typically small size of the markets of securities of issuers located in emerging markets, and the possibility of a low or nonexistent volume of trading in those securities, may also result in a lack of liquidity and in price volatility of those securities.
When-Issued and Delayed Delivery Securities. The Funds may purchase securities on a when-issued or delayed delivery basis. Delivery of, and payment for, these securities may take as long as a month or more after the date of the purchase commitment. The value of these securities is subject to market fluctuation during this period, and no interest or income accrues to a Fund until settlement. When entering into a when-issued or delayed delivery transaction, a Fund will rely on the other party to consummate the transaction; if the other party fails to do so, the Fund may be disadvantaged.
Lower Rated or Unrated Securities. Securities rated Baa by Moody’s or BBB by S&P, or lower, or deemed of comparable quality by the Advisor, may have speculative characteristics. Securities rated below investment grade, i.e.,
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below Baa or BBB, or deemed of comparable quality by the Advisor, have higher yields, but also involve greater risks than higher rated securities. Under guidelines used by rating agencies, securities rated below investment grade, or deemed of comparable quality, have large uncertainties or major risk exposures in the event of adverse conditions, which features outweigh any quality and protective characteristics. Securities with the lowest ratings are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions, and/or to be in default or not current in the payment of interest or principal. Such securities are considered speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations. Accordingly, it is possible that these types of factors could, in certain instances, reduce the value of such securities held by a Fund, with a commensurate effect on the value of its shares.
The secondary market for lower rated securities is not as liquid as that for higher rated securities. This market is concentrated in relatively few market makers and participants in the market are mostly institutional investors, including insurance companies, banks, other financial institutions, and investment companies. In addition, the trading market for lower rated securities is generally lower than that for higher-rated securities, and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on a Fund’s ability to dispose of these securities and may limit its ability to obtain accurate market quotations for purposes of determining the value of its assets. If the Fund is not able to obtain precise or accurate market quotations for a particular security, it will become more difficult to value its portfolio, requiring it to rely more on judgment. Less liquid secondary markets may also affect a Fund’s ability to sell securities at their fair value. Each Fund may invest up to 15% of its net assets, measured at the time of investment, in illiquid investments, which may be more difficult to value and to sell at fair value. If the secondary markets for high yield debt securities are affected by adverse economic conditions, the proportion of a Fund’s assets invested in illiquid investments may increase.
In the case of corporate debt securities, while the market values of securities rated below investment grade and comparable unrated securities tend to react less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities. Price volatility in these securities will be reflected in a Fund’s share value. In addition, such securities generally present a higher degree of credit risk. Issuers of these securities often are highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater than with investment grade securities because such securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness.
A description of the quality ratings of certain NRSROs is contained in Appendix A.
Zero Coupon Securities. The Funds may invest in “zero coupon” U.S. Treasury, foreign government and U.S. and foreign corporate convertible and nonconvertible debt securities, which are bills, notes and bonds that have been stripped of their unmatured interest coupons and custodial receipts, or certificates of participation representing interests in such stripped debt obligations and coupons. A zero coupon security pays no interest to its holder prior to maturity. Accordingly, such securities usually trade at a deep discount from their face or par value, and will be subject to greater fluctuations of market value in response to changing interest rates than debt obligations of comparable maturities that make current distributions of interest. Each Fund anticipates that it will not normally hold zero coupon securities to maturity. Redemption of shares of the Fund that require it to sell zero coupon securities prior to maturity may result in capital gains or losses that may be substantial. Federal tax law requires that a holder of a zero coupon security accrue a portion of the discount at which the security was purchased as income each year, even though the holder receives no interest payment on the security during the year. Such accrued discount will be includible in determining the amount of dividends the Fund must pay each year and, in order to generate cash necessary to pay such dividends, the Fund may liquidate portfolio securities at a time when it would not otherwise have done so.
Forward Foreign Currency Exchange Contracts. A Fund may enter into forward foreign currency exchange contracts (“forward contract”) in connection with its investments in foreign securities. A forward contract may be used by a Fund only to hedge against possible variations in exchange rates of currencies in countries in which it may invest. A forward contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward contracts are traded in the interbank market directly between currency traders (usually large commercial banks) and their
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customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades; however, the price of the forward contract usually includes a profit to the dealer.
Futures Contracts. A Fund may invest in futures contracts and options thereon (stock index futures contracts, exchange traded Bitcoin and Ethereum futures contracts, interest rate futures contracts, currency futures contracts, or commodity futures contracts) to hedge or manage risks associated with the Fund’s securities investments or, in certain instances, for speculation. When a futures contract is executed, each party deposits with a futures commission merchant (“FCM”) or broker (“Custodian”), a specified percentage of the contract amount, called the initial margin, and, during the term of the contract, the amount of the deposit is adjusted based on the current value of the futures contract by payments of variation margin to or from the FCM or broker. In the case of options on futures contracts, the holder of the option pays a premium and receives the right, upon exercise of the option at a specified price during the option period, to assume the option writer’s position in the futures contract and related margin account. If the option is exercised on the last trading day, cash in an amount equal to the difference between the option exercise price and the closing level of the relevant index, interest rate, commodity or currency price, as applicable, on the expiration date is delivered.
Positions in futures contracts may be closed out only on an exchange that provides a secondary market for such futures contracts. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to close a futures contract position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund had insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when it would be disadvantageous to do so. In addition, a Fund might be required to make delivery of the instruments underlying futures contracts it holds. The inability to close positions in a futures contract or options thereon also could have an adverse impact on a Fund’s ability to hedge or manage risks effectively.
Successful use of futures contracts by a Fund is also subject to the Advisor’s ability to predict movements correctly in the direction of the market. There is typically an imperfect correlation between movements in the price of a futures contract and movements in the price of the securities that are the subject of the transaction or hedge. In addition, the price of a futures contract may not correlate perfectly with movement in the cash markets due to certain market distortions. Due to the possibility of price distortion in the futures contract market and because of the imperfect correlation between the movements in the cash market and movements in the price of a futures contract, a correct forecast of general market trends or interest rate movements by the Advisor may still not result in a successful transaction or hedge over a short time frame.
The trading of futures contracts is also subject to the risk of trading halts, suspension, exchange or clearing house equipment failures, government intervention, insolvency of a commodities or brokerage firm or clearing house, or other disruption of normal trading activity, which could at times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
(Buffered Shield only) The purchase and sale of futures contracts or related options will not be a primary investment technique of the Funds. A Fund will purchase or sell futures contracts (or related options thereon) in accordance with the regulations of the CFTC, as described above.
Interest Rate Futures. A Fund may purchase an interest rate futures contract as a hedge against changes in interest rates. An interest rate futures contract provides for the future sale by one party, and the purchase by the other party, of a certain amount of a specific interest rate sensitive financial instrument (debt security) at a specified price, date, time and place. Generally, if market interest rates increase, the value of outstanding debt securities declines (and vice versa). Thus, if a Fund holds long-term debt obligations and the Advisor anticipates a rise in long-term interest rates, the Fund could, instead of selling its debt obligations, enter into an interest rate futures contract for the sale of similar long-term securities. If interest rates rise, the value of the futures contract would also rise, helping to offset the price decline of the obligations held by the Fund. A Fund might also purchase futures contracts as a proxy for underlying securities that it cannot currently buy.
Stock Index Futures. A Fund may purchase and sell stock index futures contracts as a hedge against changes resulting from market conditions in the values of securities that are held in its portfolio or that it intends to purchase, or when such purchase or sale is economically appropriate for the reduction of risks inherent in the ongoing management of the Fund. A stock index futures contract is an agreement in which one party agrees to deliver to the other an amount of
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cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made.
A Fund may hedge a portion of its portfolio by selling stock index futures contracts or purchasing puts on these contracts to limit exposure to an actual or anticipated market decline. This provides an alternative to liquidation of securities positions. Conversely, during a market advance, or when the Advisor anticipates an advance, a Fund may hedge a portion of its portfolio by purchasing stock index futures contracts, or options on these futures contracts. This affords a hedge against a Fund not participating in a market advance when it is not fully invested and serves as a temporary substitute for the purchase of individual securities, which may later be purchased in a more advantageous manner.
A Fund’s successful use of stock index futures contracts depends upon the Advisor’s ability to predict the direction of the market and is subject to various additional risks. The correlation between movement in the price of the stock index futures contract and the price of the securities being hedged is imperfect, and the risk from imperfect correlation increases as the composition of a Fund’s portfolio diverges from the composition of the relevant index. In addition, if a Fund purchases futures contracts to hedge against market advances before it can invest in common stock in an advantageous manner and the market declines, there may be a loss on the futures contracts. In addition, the ability of a Fund to close out a futures contract position or an option on a futures contract depends on a liquid secondary market. There is no assurance that liquid secondary markets will exist for any particular futures contract or option on a futures contract at any particular time. The risk of loss to a Fund is theoretically unlimited when the Fund sells an uncovered futures contract because there is an obligation to make delivery unless the contract is closed out, regardless of fluctuations in the price of the underlying security.
Foreign Currency Futures Transactions. Unlike forward contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery period, and may be traded on boards of trade and commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts. As part of their financial futures transactions, the Funds may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Funds may be able to achieve many of the same objectives as through investing in forward foreign currency exchange contracts.
Foreign Currency Options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.
A Fund may write only foreign currency options that are “covered”. A call option is “covered” if the Fund either owns the underlying currency or has an absolute and immediate right (such as a call with the same or a later expiration date) to acquire that currency on the same economic terms. In addition, a Fund will not permit the option to become uncovered prior to the expiration of the option or termination through a closing purchase transaction, as described in “Options on Securities” above.
A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying currency depreciates. While purchasing a foreign currency option may protect a Fund against an adverse movement in the value of a foreign currency, it would not limit the gain which might result from a favorable movement in the value of the currency. For example, if a Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however, the amount of the Fund’s gain would be offset in part by the premium paid for the option. Similarly, if a Fund entered into a contract to purchase a security denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead depreciated in value. In such a case, the Fund would acquire the amount of foreign currency needed for settlement in the spot market at a lower price than the exercise price of the option.
Digital Assets Futures Contracts. A Fund is indirectly exposed to risks of investing in digital assets to the extent it is invested in digital asset futures contracts, such as Bitcoin and/or Ethereum. In addition to the risks of futures contracts
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generally, the markets for digital asset futures contracts have additional unique risks. The markets for digital asset futures contracts may be less developed, less liquid, and more volatile than more established futures contract markets.
Digital asset futures contracts may be subject to larger collateral requirements and have exposure limits imposed by brokers and exchanges. These limits may impact a Fund’s ability to achieve its desired exposure. As with other futures contract markets, during periods of high volatility or illiquidity, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A materially adverse development in one or more of the factors that influences the liquidity of the market for digital asset futures contracts may cause the market to become illiquid, for short or long periods. In such markets, the Fund may not be able to buy and sell digital asset futures contracts quickly (or at all) or at the desired price. Such market illiquidity may cause losses for a Fund.
The price of digital asset futures contracts is based on the expected price of the respective digital asset on certain digital asset exchanges on the expiration date of the digital asset futures contracts. Digital asset futures contract prices reflect the price of the respective digital asset on certain digital asset exchanges only, and not cash markets. The liquidity of markets for digital asset futures contracts depends on, among other things: the supply and demand for the digital asset; the adoption of the digital asset for commercial uses; the anticipated increase of investments in, and investment products related to, the digital asset by retail and institutional investors; speculative interest in the digital asset, futures contracts on the digital asset, and investment products related to the digital asset; regulatory or other restrictions on investors’ ability to invest in digital asset futures contracts; and the potential ability to hedge against the price of the digital asset with the related digital asset futures contract (and vice versa).
REITs. The Funds may invest in securities of real estate investment trusts (“REITs”). REITs are publicly traded corporations or trusts that specialize in acquiring, holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.
REITs generally can be classified as “Equity REITs,” “Mortgage REITs” and “Hybrid REITs.” An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and derives its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT. Although the Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.
Investments in the real estate industry involve particular risks. The real estate industry, real property values and income from real property have been subject to substantial fluctuations and declines on a local, regional and national basis in the past, and may continue to be in the future Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies that own and operate real estate directly, companies that lend to such companies, and companies that service the real estate industry.
Direct investments in REITs also involve risks. Equity REITs will be affected by changes in the values of, and income from, the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills, and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.
Structured Securities. The Funds may purchase any type of publicly traded or privately negotiated fixed income security, including mortgage-backed securities; structured notes, bonds or debentures; and assignments of, and participations in, loans.
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Mortgage-Backed Securities. The Funds may invest in mortgage-backed securities, such as those issued by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) or certain foreign issuers. Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property. The mortgages backing these securities include, among other mortgage instruments, conventional 30-year fixed-rate mortgages, 15-year fixed-rate mortgages, graduated payment mortgages, and adjustable rate mortgages. The government or the issuing agency typically guarantees the payment of interest and principal of these securities. However, the guarantees do not extend to the securities’ yield or value, which are likely to vary inversely with fluctuations in interest rates, nor do the guarantees extend to the yield or value of a Fund’s shares. These securities generally are “pass-through” instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the securities, net of certain fees.
Yields on pass-through securities are typically quoted by investment dealers and vendors based on the maturity of the underlying instruments and the associated average life assumption. The average life of pass-through pools varies with the maturities of the underlying mortgage loans. A pool’s term may be shortened by unscheduled or early payments of principal on the underlying mortgages. The occurrence of mortgage prepayments is affected by various factors, including the level of interest rates, general economic conditions, the location, scheduled maturity and age of the mortgage, and other social and demographic conditions. Because prepayment rates of individual pools vary widely, it is not possible to predict accurately the average life of a particular pool. For pools of fixed-rate 30-year mortgages in a stable interest rate environment, a common industry practice in the U.S. has been to assume that prepayments will result in a 12-year average life, although it may vary depending on numerous factors. At present, pools, particularly those with loans with other maturities or different characteristics, are priced on an assumption of average life determined for each pool. In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of a pool of mortgage-related securities. Conversely, in periods of rising rates, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the pool. However, these effects may not be present, or may differ in degree, if the mortgage loans in the pools have adjustable interest rates or other special payment terms, such as a prepayment charge. Actual prepayment experience may cause the yield of mortgage-backed securities to differ from the assumed average life yield. Reinvestment of prepayments may occur at higher or lower interest rates than the original investment, thus affecting a Fund’s yield.
The rate of interest on mortgage-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool due to the annual fees paid to the servicer of the mortgage pool for passing through monthly payments to certificate holders and to any guarantor, such as GNMA, and due to any yield retained by the issuer. Actual yield to the holder may vary from the coupon rate, even if adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a premium or discount. In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time the issuer makes the payments on the mortgage-backed securities, and this delay reduces the effective yield to the holder of such securities.
Asset-Backed Securities. The Funds may invest in asset-backed securities, which represent participations in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property, and receivables from revolving credit (credit card) agreements. Such assets are securitized through the use of trusts and special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation.
Asset-backed securities present certain risks that are not presented by other securities in which the Funds may invest. Automobile receivables generally are secured by automobiles. Most issuers of automobile receivables permit the loan servicers 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 asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. 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 give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, there is no assurance that the security interest in the collateral can be realized.
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Structured Notes, Bonds and Debentures. The Funds may invest in structured notes, bonds and debentures. Typically, the value of the principal and/or interest on these instruments is determined by reference to changes in the value of specific currencies, interest rates, commodities, indexes or other financial indicators (the “Reference”), or the relevant change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of a Fund’s entire investment. The value of structured securities may move in the same or the opposite direction as the value of the Reference, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, the change in interest rate or the value of the security at maturity may be a multiple of the change in the value of the Reference so that the security may be more or less volatile than the Reference, depending on the multiple. Consequently, structured securities may entail a greater degree of market risk and volatility than other types of debt obligations.
Assignments and Participations. The Funds may invest in assignments of, and participations in, loans issued by banks and other financial institutions.
When a Fund purchases assignments from lending financial institutions, the Fund will acquire direct rights against the borrower on the loan. However, since assignments are generally arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender.
Participations in loans will typically result in a Fund having a contractual relationship with the lending financial institution, not the borrower. The Fund would have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing a participation, a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Fund may not benefit directly from any collateral supporting the loan in which it has purchased a participation. As a result, a Fund purchasing a participation will assume the credit risk of both the borrower and the lender selling the participation. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender, and may not benefit from any set-off between the lender and the borrower.
A Fund may have difficulty disposing of assignments and participations because there is no liquid market for such securities. The lack of a liquid secondary market will have an adverse impact on the value of such securities and on a Fund’s ability to dispose of particular assignments or participations when necessary to meet the Fund’s liquidity needs, or in response to a specific economic event, such as a deterioration in the creditworthiness of the borrower. The lack of a liquid market for assignments and participations also may make it more difficult for a Fund to assign a value to these securities for purposes of valuing the Fund’s portfolio and calculating its net asset value.
A Fund may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations between a foreign government (a “Borrower”) and one or more financial institutions (“Lenders”). The majority of a Fund’s investments in Loans are expected to be in the form of participations in Loans (“Participations”) and assignments of portions of Loans from third parties (“Assignments”). Participations typically will result in a Fund having a contractual relationship only with the Lender, not with the Borrower. The Fund will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the Lender selling the Participation, and only upon receipt by the Lender of the payments from the Borrower. In connection with purchasing Participations, a Fund generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the Borrower, and the Fund may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation. As a result, a Fund will assume the credit risk of both the Borrower and the Lender that is selling the Participation. In the event of the insolvency of the Lender selling a Participation, a Fund may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the Borrower. A Fund will acquire Participations only if the Lender interpositioned between the Fund and the Borrower is determined by the Advisor to be creditworthy.
When a Fund purchases Assignments from Lenders, the Fund will acquire direct rights against the Borrower on the Loan. However, since Assignments are generally arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender.
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There are risks involved in investing in Participations and Assignments. The Fund may have difficulty disposing of them because there is no liquid market for such securities. The lack of a liquid secondary market will have an adverse impact on the value of such securities and on the Fund’s ability to dispose of particular Participations or Assignments when necessary to meet the Fund’s liquidity needs, or in response to a specific economic event, such as a deterioration in the creditworthiness of the Borrower. The lack of a liquid market for Participations and Assignments also may make it more difficult for the Fund to assign a value to these securities for purposes of valuing the Fund’s portfolio and calculating its net asset value.
Restricted and Illiquid Investments. A Fund may acquire, in privately negotiated transactions, securities that cannot be offered for public sale in the United States without first being registered under the Securities Act of 1933, as amended (“Securities Act”). Restricted securities are subject to restrictions on resale under federal securities law. Because of these restrictions, a Fund may not be able to readily resell these securities at a price equal to what it might obtain for similar securities with a more liquid market. A Fund’s valuation of these securities will reflect relevant liquidity considerations. Under criteria established by the Board, certain restricted securities sold pursuant to Rule 144A under the Securities Act may be determined to be liquid. To the extent that restricted securities are not determined to be liquid, each Fund will limit its purchase, together with other illiquid investments, including non-negotiable time deposits and repurchase agreements providing for settlement in more than seven days after notice, to no more than 15% of its net assets.
Restricted securities in which a Fund may invest may include commercial paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Section 4(a)(2) commercial paper is restricted as to disposition under federal securities law, and is generally sold to institutional investors, such as the Funds, who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(a)(2) commercial paper is normally resold to other institutional investors, like the Funds, through or with the assistance of the issuer or investment dealers who make a market in Section 4(a)(2) commercial paper, thus providing liquidity. The Advisor or Sub-Advisor generally believes that Section 4(a)(2) commercial paper, and possibly certain other restricted securities which meet the criteria for liquidity established by the Board of the Funds, are quite liquid. The Funds intend, therefore, to treat the restricted securities which meet the criteria for liquidity established by the Board, including Section 4(a)(2) commercial paper, as determined by the Advisor or Sub-Advisor, as liquid and not subject to the investment limitations applicable to illiquid investments.
Repurchase Agreements. Securities held by a Fund may be subject to repurchase agreements. These transactions permit a Fund to earn income for periods as short as overnight. The Fund could receive less than the repurchase price on any sale of such securities. Under the terms of a repurchase agreement, a Fund would acquire securities from member banks of the Federal Deposit Insurance Corporation and registered broker-dealers and other financial institutions that the Advisor or Sub-Advisor deems creditworthy under guidelines approved by the Board, subject to the seller’s agreement to repurchase such securities at a mutually agreed-upon date and price. The repurchase price would generally equal the price paid by a Fund, plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement will be required to maintain continually the value of collateral held pursuant to the agreement at not less than the repurchase price (including accrued interest). If the seller were to default on its repurchase obligation or become insolvent, the Fund holding such obligation would suffer a loss to the extent that the proceeds from a sale of the underlying portfolio securities were less than the repurchase price under the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending court action. Additionally, there is no controlling legal precedent confirming that a Fund would be entitled, as against a claim by such seller or its receiver or trustee in bankruptcy, to retain the underlying securities, although the Trust believes that, under the regular procedures normally in effect for custody of the Funds’ securities subject to repurchase agreements and under federal laws, a court of competent jurisdiction would rule in favor of the Trust if presented with the question. Securities subject to repurchase agreements will be held by the Funds’ custodian or another qualified custodian, or in the Federal Reserve/Treasury book-entry system. Repurchase agreements are considered to be loans by a Fund under the 1940 Act.
Reverse Repurchase Agreements. The Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells a security and agrees to repurchase it at a mutually agreed upon date and at a price reflecting the interest rate effective for the term of the agreement. This may also be viewed as the borrowing of money by the Fund. The Funds will not invest the proceeds of a reverse repurchase agreement for a period which exceeds the duration of the reverse repurchase agreement.
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Reverse repurchase agreements involve the risk that the market value of the securities retained by a Fund may decline below the price of the securities it has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of proceeds from the agreement may be restricted pending a determination by the other party or its trustee or receiver whether to enforce the Fund’s obligation to repurchase the securities.
Loans of Portfolio Securities. Each Fund may lend securities if such loans are secured continuously by liquid assets consisting of cash, U.S. government securities or irrevocable bank standby letters of credit in favor of a Fund at least equal at all times to 100% of the market value of the securities loaned, plus accrued interest. While such securities are on loan, the borrower will pay the Fund any income accruing thereon. Loans will be subject to termination by the Fund in the normal settlement time, currently three Business Days after notice, or by the borrower on one day’s notice (as used herein, “Business Day” shall denote any day on which the New York Stock Exchange and the custodian are both open for business). Any gain or loss in the market price of the borrowed securities that occurs during the term of the loan inures to the lending Fund and its shareholders. The Funds may pay reasonable finders’ and custodial fees, including fees to the Advisor, or its affiliates, in connection with loans. In addition, the Funds consider all facts and circumstances, including the creditworthiness of the borrowing financial institution, and the Funds will not lend their securities to any director, officer, employee, or affiliate of the Advisor or Sub-Advisor, the administrator or distributor, unless permitted by applicable law. Loans of portfolio securities involve risks, such as delays or an inability to regain the securities or collateral adjustments in the event the borrower defaults or enters into bankruptcy.
Short Sales “Against the Box.” The Funds may engage in short sales “against the box.” In a short sale, a Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. The Funds may engage in a short sale if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique is known as a short sale “against the box.” It may be entered into by a Fund to, for example, lock in a sale price for a security the Fund does not wish to sell immediately. No more than 10% of the Fund’s net assets (taken at current value) may be held as collateral for short sales against the box at any one time.
A Fund may make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security). In such case, any future losses in the Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.
If a Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may effect short sales.
Short Sales (excluding Short Sales “Against the Box”). The Funds may sell securities short or purchase ETFs that sell securities short. A short sale is a transaction in which the Fund sells securities it does not own in anticipation of a decline in the market price of the securities.
To deliver the securities to the buyer, a Fund must arrange through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be. The Fund will make a profit or incur a loss as a result of a short sale depending on whether the price of the securities decreases or increases between the date of the short sale and the date on which the Fund purchases the security to replace the borrowed securities that have been sold. The amount of any loss would be increased (and any gain decreased) by any premium or interest the Fund is required to pay in connection with a short sale.
A Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by cash or liquid securities deposited as collateral with the broker.
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Swap Agreements. The Funds may enter into swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day 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 in a “basket” of securities representing a particular index.
Most swap agreements entered into by a Fund calculate the obligations of the parties to the agreement on a “net basis.” Consequently, the Fund’s current 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”). Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis, if the other party to a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.
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 for a Fund’s illiquid investment limitations. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.
Municipal Securities. Municipal securities are debt obligations issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets, and water and sewer works. Other public purposes for which municipal securities may be issued include refunding of outstanding obligations, obtaining funds for general operating expenses, and obtaining funds to loan to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide privately-operated housing facilities, sports facilities, convention or trade show facilities, airport, mass transit, port or parking facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity, or sewage or solid waste disposal. Such obligations, which may include lease arrangements, are included within the term “municipal securities” if the interest paid thereon qualifies as exempt from federal income tax. Other types of industrial development bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.
The two principal classifications of municipal securities are “general obligation” and “revenue” bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Industrial development bonds that are municipal securities are in most cases revenue bonds, and do not generally involve the pledge of the credit of the issuer of such bonds. There are, of course, variations in the degree of risk of municipal securities, both within a particular classification and between classifications, depending upon numerous factors.
The yields on municipal securities are dependent upon a variety of factors, including general money market conditions, general conditions of the municipal securities market, size of the particular offering, maturity of the obligation and rating of the issue. The ratings of Moody’s and S&P represent their opinions as to the quality of the municipal securities which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields, while municipal securities of the same maturity and coupon with different ratings may have the same yield.
Each Fund may invest in “private activity” bonds. Each Fund may also purchase participation interests in municipal securities (such as industrial development bonds) from financial institutions, including banks, insurance companies and broker-dealers. A participation interest gives a Fund an undivided interest in the municipal securities in the proportion that the Fund’s participation interest bears to the total principal amount of the municipal securities. These instruments may be variable or fixed rate.
Provisions of the federal bankruptcy statutes relating to the adjustment of debts of political subdivisions and authorities of states of the United States provide that, in certain circumstances, such subdivisions or authorities may be
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authorized to initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result in material and adverse modification or alteration of the rights of holders of obligations issued by such subdivisions or authorities.
Litigation challenging the validity under state constitutions of present systems of financing public education has been initiated or adjudicated in a number of states, and legislation has been introduced to effect changes in public school finances in some states. In other instances, there has been litigation challenging the issuance of pollution control revenue bonds, or the validity of their issuance under state or federal law, which litigation could ultimately affect the validity of those municipal securities or the tax-free nature of the interest thereon.
Corporate Debt Obligations. The Funds may invest in corporate debt obligations, including senior secured loans, first lien senior secured debt, and second lien senior secured debt.
The factors affecting an issuer’s first and second lien leveraged loans, and its overall capital structure, are complex. Some first lien loans may not necessarily have priority over all other debt of an issuer. For example, some first lien loans may permit other obligations to be secured ratably with the loans (such as overdrafts, swaps or other derivatives made available by members of the lending syndicate to the company), or involve first liens only on specified assets of an issuer (e.g., excluding real estate or receivables). Issuers of first lien loans may have two tranches of first lien debt outstanding, each with first liens on separate collateral. In the event of a Chapter 11 filing by an issuer, Title 11 of the U.S. Code (the “Bankruptcy Code”) authorizes, under certain circumstances, the issuer to use a creditor’s collateral to obtain additional credit by granting a postpetition lender “priming” liens on such collateral and/or superpriority administrative expense claims, senior even to liens and claims that were first in priority prior to the bankruptcy filing, as long as the issuer provides what the bankruptcy court determines to be adequate protection, which may, but need not always, consist of the grant of replacement or additional liens, additional claims (superpriority claims junior to the claims granted to the postpetition lender(s)), or the making of cash payments to the affected secured creditor. It is important to note that adequate protection is a flexible concept, and the determination of whether, and in which forms, to provide adequate protection is within the discretion of the bankruptcy court. The imposition of priming liens and/or superpriority claims would adversely affect the priority of the liens and claims held by the Funds, and could adversely affect a Fund’s recovery on its loans. In addition, in a bankruptcy proceeding, certain unsecured administrative and priority claims may have priority over first lien, secured loans, including, without limitation, the actual and necessary costs of administering the bankruptcy case (e.g., professional fees, certain wage claims of employees, etc.) Such claims, albeit unsecured, will have effective priority over first lien loans because these claims must be paid in full in order to confirm a plan of reorganization or liquidation.
As a general matter, in a bankruptcy proceeding, secured debt is entitled to greater priority than unsecured debt, but only to the extent of the value of the collateral securing the debt. Although the underlying assets selected as collateral to secure loans may give the Funds the ability to realize proceeds through a plan of reorganization or liquidation, if any deficiencies exceed such assumed levels, or if underlying assets are sold, it is possible that a Fund’s share of the proceeds of such sale or disposition will not be sufficient to pay in full the amount of principal, interest and other obligations owing to the Fund with respect to its investment. It is also possible that, in a bankruptcy case, unsecured creditors driven to augment their own recoveries may seek to challenge the validity, priority and extent of the first lien lenders’ collateral. Even if the first lien lenders were able to successfully defend against such a lien challenge, it is possible that litigation costs relating to such defense could decrease the proceeds of the collateral available for distribution to lenders.
Issuer Insolvency Risks. If a court in a lawsuit brought by a creditor or representative of creditors (such as a trustee in bankruptcy) of an issuer of one of a Fund’s investments were to find that (a) such issuer did not receive reasonably equivalent value for incurring the indebtedness evidenced by the loans that the issuer issued to the Fund, and (b) after giving effect to such indebtedness and the use of the proceeds thereof, such issuer (i) was insolvent, (ii) was engaged in a business for which its remaining assets constituted unreasonably small capital, or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the issuer or recover amounts previously paid by such issuer to the Fund in satisfaction of such indebtedness.
In addition, upon the insolvency of an issuer, payments that it made to a Fund may be subject to avoidance as a preference if made within a certain period of time (which may be as long as one year in the case of the U.S.) before insolvency. There can be no assurance as to what a given court would apply in order to determine whether the issuer was insolvent or that, regardless of the method of valuation, a court would not determine that the issuer was insolvent, in each
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case, after giving effect to the indebtedness evidenced by the loans held by a Fund and the use of the proceeds thereof. While a Fund may be able to assert certain defenses to any such avoidance claims, the outcome of such claims is within the discretion of the bankruptcy court and is therefore inherently incapable of being predicted.
In general, if payments are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured, either from the initial recipient (such as a Fund) or from subsequent transferees of such payments.
Non-Performing Debt Obligations. The Funds may invest in non-performing debt obligations. Non-performing debt obligations may require substantial workout negotiations, restructuring, or bankruptcy filings, all of which may entail a substantial reduction in the interest rate, deferral of payments and/or a substantial write-down of the principal of a debt obligation or conversion of some or all of the debt to equity. Upon a bankruptcy filing by an issuer of debt, the Bankruptcy Code imposes an automatic stay on a creditor’s efforts to seek or compel payment of prepetition debts. Moreover, if an issuer were to file for Chapter 11 reorganization, the Bankruptcy Code authorizes the issuer to restructure the terms of repayment of debt even if the holders of such debt do not accept the issuer’s proposed restructuring as long as, among other things, the bankruptcy court determines that the restructured terms are fair and equitable to the debt holders and certain other conditions are met. Because bankruptcy courts are courts of equity and have broad statutory power to craft remedies and issue rulings, often without precedent, to facilitate a debtor’s reorganization and/or equitable distribution of assets to creditors and other stakeholders, it is inherently difficult to predict how a bankruptcy court will deal with a particular situation and to what extent the court might authorize compromise of a secured lender’s claim.
Senior Secured Loans. The Funds may invest in senior secured loans, which are subject to certain risks, including, without limitation, (i) invalidation of a debt or lien as a fraudulent conveyance, (ii) preference claw-backs of liens or payments made on account of an antecedent debt in the 90 days (or one year in case of a creditor that is also an insider of the debtor) before a bankruptcy filing, (iii) equitable subordination of claims in cases of misconduct, (iv) so-called lender liability claims by the issuer of the obligations, and (v) environmental liabilities that may arise with respect to collateral securing the obligations. Recent decisions in bankruptcy cases have held that a secondary loan market participant can be denied a recovery from the debtor in a bankruptcy if a prior holder of the loans either received such loans as a preference or fraudulent conveyance or engaged in conduct that would qualify for equitable subordination if the secondary holder either took the loan by assignment (as opposed to an open market purchase) or had knowledge of the transferor’s misconduct when it purchased the loan.
Below Investment Grade Assets. The Funds may invest in non-investment grade senior secured corporate loans (or participations or other interests in these loans), which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks. Such investments will be subject to greater risks than investments in investment grade corporate obligations. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of exposures.
Prices of the exposures may be volatile, and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including, but not limited, to changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors. Additionally, loans and interests in loans have significant liquidity and market value risks since they are not generally traded in organized exchange markets, but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated, and loan agreements are privately negotiated and customized, loans are not purchased or sold as easily as publicly traded securities. In addition, historically the trading volume in the loan market has been small relative to the high-yield debt securities market.
Participation on Creditors’ Committees. The Funds may participate on committees formed by creditors to negotiate with the management of financially troubled companies, both inside and outside of bankruptcy or insolvency proceedings, or the Funds may seek to negotiate directly with the debtors with respect to restructuring issues. The participants on such a committee may seek outcomes in their respective individual best interests, and there can be no assurance that results that are the most favorable to the Funds will be obtained in such proceedings. If a committee is appointed in a bankruptcy case, the committee’s actions will necessarily be subject to the jurisdiction and discretion of the bankruptcy court. By participating on such committees, the Funds may be deemed to have duties to other creditors represented by the committees, which might thereby expose the Funds to liability to such other creditors that disagree with a Fund’s actions. However, a Fund’s ability to serve on a creditor’s committee in a Chapter 11 case will be limited to situations in which the Fund holds unsecured loans.
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Regulatory Risk. Legal, tax, and regulatory changes could occur and may adversely affect the Funds and their ability to pursue their investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the Internal Revenue Service (“IRS”), the Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Funds. In particular, these agencies are implementing a variety of new rules pursuant to financial reform legislation in the United States, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and includes provisions that have a broad impact on the credit and other financial markets. The EU (and some other countries) is implementing similar requirements.
Future legislative, judicial or administrative action could adversely affect a Fund’s ability to implement its investment program, as well as the ability of the Fund to conduct its operations. Increased regulation could have a material adverse impact on the investment returns of a Fund. Recent changes in legislation, together with uncertainty about the nature and timing of regulations that will be promulgated to implement such legislation, may create uncertainty in the credit and other financial markets and create other unknown risks. The Funds also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by governmental regulatory authorities or self-regulatory organizations.
The Funds must comply with Rule 18f-4 under the 1940 Act, which governs the use of derivative investments and certain financing transactions (e.g., reverse repurchase agreements) by registered investment companies. Under Rule 18f-4, a Fund that invests in derivative instruments beyond a specified limited amount must, among other things, apply a value-at-risk (“VaR”) based limit to its use of certain derivative instruments and financing transactions, and adopt and implement a derivatives risk management program. A Fund that uses derivative instruments in a limited amount will not be subject to the full requirements of Rule 18f-4, nor will the Fund be required to comply with the asset segregation framework arising from prior SEC guidance for covering certain derivative instruments and related transactions. Certain Funds use derivatives beyond a limited amount and comply with an absolute VaR test to limit VaR to 20% of the Fund’s NAV. Rule 18f-4 could have an adverse impact on a Fund’s performance and ability to implement its investment strategies.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board has adopted policies and procedures for the public and nonpublic disclosure of the Funds’ portfolio securities.
As a general matter, no information concerning the portfolio holdings of a Fund may be disclosed to any unaffiliated third party, except (1) to service providers that require such information in the course of performing their duties (for example, the Fund’s custodian, administrator, investment adviser, sub-investment adviser, independent public accountants, attorneys, officers, and trustees), subject to a duty of confidentiality including duties not to trade on non-public information, and 2) select portfolio holdings information may be provided to shareholders of a Fund when the Fund has a legitimate business purpose for doing so, subject to approval by the Trust’s Chief Compliance Officer and the execution of a confidentiality agreement.
However, information about portfolio holdings may be made available to third parties: (1) by providing a copy of a Fund’s latest annual or semi-annual report or the Fund’s latest Form N-CSR; (2) on a Fund’s website through the Fund’s public disclosure of its portfolio holdings on a quarterly or monthly basis as applicable; (3) in marketing materials that reproduce the information from, and reference, the latest annual or semi-annual report or the Funds’ latest Form N-CSR; (4) in marketing materials provided by the Funds or on the Funds’ website; and (5) when the Funds have a legitimate business purpose for doing so and the recipients are subject to confidentiality. Examples of instances in which selective disclosure of a Fund’s portfolio securities may be appropriate include disclosure for due diligence purposes to an investment adviser that is in merger or acquisition talks with the Fund’s current adviser, disclosure to a newly hired investment adviser or sub-adviser prior to commencing its duties, disclosure to a performance reporting bureau or to a rating agency for use in developing a rating.
Neither the Funds nor the Adviser may enter into any arrangement providing for the disclosure of non-public portfolio holdings information for the receipt of compensation.
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TRUSTEES AND OFFICERS
The Board manages the business and affairs of the Trust and appoints or elects officers responsible for the day-to-day operations of the Trust and the execution of policies established by Board resolution or directive. In the absence of such provisions, the respective officers have the powers, and discharge the duties, customarily held and performed by like officers of corporations similar in organization and business purposes.
The Trustees who are not “interested persons” (for regulatory purposes) of the Trust, Advisor or Sub-Advisor, or the Distributor (the “Independent Trustees”) are charged with, among other functions, recommending to the full Board approval of the distribution, transfer agency and accounting services agreements, as well as the investment advisory or sub-advisory agreements. When considering approval or renewal of the advisory and sub-advisory agreements, the Independent Trustees evaluate the nature and quality of the services provided by the Advisor or Sub-Advisor, the performance of the Funds, the costs and the profitability of the agreements to the Advisor or Sub-Advisor, ancillary benefits to the Advisor or Sub-Advisor or their affiliates in connection with its relationship to the Funds, and the amount of fees charged in comparison to those of other investment companies.
The Board currently has three standing committees: the Audit Committee, the Risk and Compliance Committee, and the Nominating Committee.
The term of office for each Trustee is for the duration of the Trust or until death, removal, resignation or retirement. The term of office of each officer is until a successor is elected.
Information pertaining to the Trustees and officers of the Trust, including their principal occupations for the last five years, is set forth below.
Independent Trustees
| Name, Address Year of Birth |
Position(s) |
Term and Length Served* |
Principal Occupation(s) |
Number of the Fund |
Other Directorships Held During Past 5 Years | |||||
|
Tobias Caldwell c/o Mutual Fund Series Trust 36 N. New York Avenue, Huntington, NY 11743 Year of Birth: 1967 |
Lead Trustee, Chairman of the Audit Committee and Nominating Committee | Trustee and Chairman of the Audit Committee, since 6/2006; Chairman of the Nominating Committee, since 11/2021 | Manager, Genovese Family Enterprises, LLC (and affiliates), a family office, since 1999; Managing Member, Bear Properties, LLC (real estate firm), since 2006. | 37 | Chairman of the Audit Committee and Board, Mutual Fund and Variable Insurance Trust, since 2016; Chairman of the Board, Strategy Shares, since 2016; Trustee, IDX Funds Trust (formerly, M3Sixty Funds Trust), since 2016; Chairman of the Nominating Committee since 2026 and Chairman of the Board since 2024, Catalyst/Perini Strategic Income Fund; Chairman of the Board, AlphaCentric Prime Meridian Income Fund, from 2018 to August 2023. |
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| Name, Address Year of Birth |
Position(s) |
Term and Length Served* |
Principal Occupation(s) |
Number of the Fund |
Other Directorships Held During Past 5 Years | |||||
|
Stephen P. Lachenauer c/o Mutual Fund Series Trust 36 N. New York Avenue, Huntington, NY 11743 Year of Birth: 1967 |
Trustee and Chairman of the Risk and Compliance Committee | Trustee, since 4/2022; Chairman of the Risk and Compliance Committee, since 8/2026 | Attorney, private practice, since 2010. | 37 | Trustee since 2022, and Chairman of the Investment Committee, since 2020, Mutual Fund and Variable Insurance Trust; Trustee and Chairman of the Audit Committee and Risk and Compliance Committee, since 2016, and Chairman of the Investment Committee, since November 2020, Strategy Shares; Trustee and Chairman of the Audit Committee since 2024, and Chairman of the Risk and Compliance Committee since 2026, Catalyst/Perini Strategic Income Fund; Trustee and Chairman of the Audit Committee and Risk and Compliance Committee, from 2018 to 2023, and Chairman of the Investment Committee, from 2020 to 2023, AlphaCentric Prime Meridian Income Fund. |
| Interested Trustee*** and Officers | ||||||||||
| Name, Address, Year of Birth |
Position(s) |
Term and Length Served* |
Principal Occupation(s) |
Number of the Fund |
Other Directorships Held During Past 5 Years | |||||
|
Jerry Szilagyi 207 Calle del Parque, AM Tower, Floor 7, Suite 2, San Juan, PR 00912 Year of Birth: 1962 |
Chairman of the Board | Trustee since 7/2006; President, from 2/2012-3/2022 | President of the Trust, from 2/2012-3/2022; President, Rational Advisors, Inc., since 2016; Chief Executive Officer, Catalyst Capital Advisors LLC, since 2006; Member, AlphaCentric Advisors LLC, since 2014; Managing Member, MFund Distributors LLC, since 2012; Managing Member, MFund Services LLC, since 2012; CEO, Catalyst International Advisors LLC, since 2019; CEO, Insights Media LLC, since 2019; CEO, MFund Management LLC, since 2019. | 25 | None | |||||
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| Name, Address, Year of Birth |
Position(s) |
Term and Length Served* |
Principal Occupation(s) |
Number of the Fund |
Other Directorships Held During Past 5 Years | |||||
|
Michael Schoonover 207 Calle del Parque, AM Tower, Floor 7, Suite 2, San Juan, PR 00912 Year of Birth: 1983 |
President | Since 3/2022 | Vice President of the Trust, from 2018-2022; Chief Operating Officer, Catalyst Capital Advisors LLC and Rational Advisors, Inc., since 2017; Portfolio Manager, Catalyst Capital Advisors LLC from 12/2013 to 5/2021; President, MFund Distributors LLC, since 2020; COO, Catalyst International Advisors LLC, since 2019; COO, Insights Media LLC, since 2019; COO, MFund Management LLC, since 2019; COO, since 2021, and a Member, since 2026. AlphaCentric Advisors LLC. | N/A | N/A | |||||
|
Alex Merino 207 Calle del Parque, AM Tower, Floor 7, Suite 2, San Juan, PR 00912 Year of Birth: 1985 |
Vice President | Since 3/2022 | Investment Operations Manager, MFund Management LLC, since 2022; Investment Operations Analyst, MFund Management LLC, from 9/2020 to 12/2021. | N/A | N/A | |||||
|
Thomas Hamel 36 N. New York Avenue, Huntington, NY 11743 Year of Birth: 1969 |
Vice President | Since 11/2024 | Managing Director, Head of Investment Operations, Catalyst Capital Advisors LLC, AlphaCentric Advisors LLC and Rational Advisors, Inc., since 1/2024; COO, Head of Investment Operations & Accounting, Captain Technologies, from 9/2020 to 1/2024. | N/A | N/A | |||||
|
Erik Naviloff 80 Arkay Drive, Suite 110 Hauppauge, NY 11788 Year of Birth: 1968 |
Treasurer | Since 4/2012 | Vice President – Fund Administration, Ultimus Fund Solutions, LLC, since 2011. | N/A | N/A | |||||
|
Brian Curley 80 Arkay Drive, Suite 110 Hauppauge, NY 11788 Year of Birth: 1970 |
Assistant Treasurer |
Since 11/2013 |
Vice President – Fund Administration, Ultimus Fund Solutions, LLC, since 2015. | N/A | N/A |
29
| Name, Address, Year of Birth |
Position(s) |
Term and Length Served* |
Principal Occupation(s) |
Number of the Fund |
Other Directorships Held During Past 5 Years | |||||
|
Sam Singh 80 Arkay Drive, Suite 110 Hauppauge, NY 11788 Year of Birth: 1976 |
Assistant Treasurer |
Since 2/2015 |
Vice President – Fund Administration, Ultimus Fund Solutions, LLC, since 2015. | N/A | N/A | |||||
|
Frederick J. Schmidt 36 N. New York Avenue, Huntington, NY 11743 Year of Birth: 1959 |
Chief Compliance Officer | Since 5/2015 | Director of Compliance Services, MFund Services LLC, since 2015. | N/A | N/A | |||||
|
Jennifer A. Bailey 36 N. New York Avenue, Huntington, NY 11743 Year of Birth: 1968 |
Secretary | Since 4/2014 | Director of Legal Services, MFund Services LLC, since 2012. | N/A | N/A |
| * | The term of office of each Trustee is indefinite. |
| ** | The ‘Fund Complex’ includes series of registered investment companies advised by the Advisor, AlphaCentric Advisors LLC and Rational Advisors, Inc. |
| *** | The Trustee who is an “interested person” of the Trust, as defined in the 1940 Act, is an interested person by virtue of being an officer of the Advisor. |
Leadership Structure. The Trust is led by Jerry Szilagyi, who has served as the Chairman of the Board since 2010. Mr. Szilagyi is an interested person by virtue of his controlling interest in the Advisor and AlphaCentric Advisors LLC, an investment adviser to other certain series of the Trust. The Board is comprised of Mr. Szilagyi, an Interested Trustee, and Tobias Caldwell and Stephen Lachenauer, each an Independent Trustee. Mr. Caldwell serves as the Lead Independent Trustee. The Lead Independent Trustee serves as a key point person for dealings between management and the Independent Trustees, and assists in setting the agendas for Board meetings. The Independent Trustees meet in executive session at each Board meeting. Under the Trust’s bylaws and governance guidelines, the Chairman of the Board is responsible for (a) chairing Board meetings, (b) setting the agendas for these meetings, and (c) providing information to the Board in advance of each Board meeting and between Board meetings. The Board believes this is the most appropriate leadership structure for the Trust given Mr. Szilagyi’s background in the investment management industry and his experience in providing both advisory and administrative services to other mutual funds. Additionally, as the Managing Member of MFund Services LLC, which provides management, legal administrative, and compliance services to the Trust, Mr. Szilagyi is well positioned and informed regarding issues requiring the attention of the Board and, as the leader of the Board, can ensure such issues are included in the Board’s agenda for meetings and that appropriate time is allocated to discuss such issues and take any necessary actions.
Risk Oversight. The Board oversees risk management. The Board, directly or through its Audit Committee and Risk and Compliance Committee, reviews reports from, among others, the Advisor, Sub-Advisors, the Trust’s Chief Compliance Officer, the Trust’s independent registered public accounting firm, and the Independent Trustees’ counsel, as appropriate, regarding risks faced by the Trust and the Fund and the risk management programs of the Trust, the Advisor, Sub-Advisors, and certain service providers. The full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from the Trust’s Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and as necessary. The Trust’s Chief Compliance Officer also meets at least quarterly in executive session with the Independent Trustees. The actual day-to-day risk management with respect to each Fund resides with the Advisor, Sub-Advisors and other service providers to the Fund. Although the risk management policies of the Advisor, Sub-Advisors and other service providers are designed to be effective, those policies and their
30
implementation vary among service providers and over time, and there is no guarantee that they will be effective. Generally, the Board believes that its oversight of material risks is adequately maintained through the risk-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information.
The Board also considers liquidity risk management issues as part of its general oversight responsibilities and oversees the Fund’s liquidity risk through, among other things, receiving periodic reporting and presentations by the Liquidity Risk Management (“LRM”) Program Administrator that address liquidity matters. As required by Rule 22e-4 under the 1940 Act, the Board, including a majority of the Independent Trustees, has approved the Trust’s LRM Program, which is reasonably designed to assess and manage the Trust’s liquidity risk, and has appointed the LRM Program Administrator who is responsible for administering the LRM Program. The Board also reviews, no less frequently than annually, a written report prepared by the LRM Program Administrator that addresses, among other items, the operation of the program, and assesses its adequacy and effectiveness of implementation.
Audit Committee. Mr. Caldwell and Mr. Lachenauer serve on the Board’s Audit Committee. The Board’s Audit Committee is a standing independent committee with a separate chair. The primary function of the Audit Committee is to assist the full Board in fulfilling its oversight responsibilities to shareholders and the investment community relating to fund accounting, reporting practices, and the quality and integrity of the financial reports. To satisfy these responsibilities, the Audit Committee reviews with the independent auditors the audit plan and results and recommendations following independent audits, reviews the performance of the independent auditors and recommends engagement or discharge of the auditors to the full Board, reviews the independence of the independent auditors, reviews the adequacy of the Funds’ internal controls, and prepares and submits Audit Committee meeting minutes and supporting documentation to the full Board. During the fiscal year ended June 30, 2026, the Audit Committee met 4 times.
Risk and Compliance Committee. Mr. Caldwell and Mr. Lachenauer serve on the Board’s Risk and Compliance Committee. The Risk and Compliance Committee is a standing independent committee with a separate chair. The primary function of the Risk and Compliance Committee is to assist the full Board in fulfilling its oversight responsibilities to the shareholders and the investment community relating to the adequacy and effectiveness of the Trust’s compliance program, and to oversee the Trust’s Chief Compliance Officer. The Risk and Compliance Committee meets as often as necessary, and no less than quarterly. During the fiscal year ended June 30, 2026, the Risk and Compliance Committee met 4 times.
Nominating Committee. Mr. Caldwell and Mr. Lachenauer serve on the Board’s Nominating Committee. The Board’s Nominating Committee is a standing independent committee with a separate chair. The primary functions of the Nominating Committee are to assist the Board in carrying out its responsibilities relating to (i) the identification and selection of qualified individuals to become Board members and members of Board committees, and (ii) the development, adoption and periodic monitoring and updating of criteria and characteristics relating to the consideration, nomination and selection of interested and non-interested trustees. The Nominating Committee meets as often as necessary.
Background and Qualifications of the Trustees. Mr. Szilagyi is the managing member and CEO of the Advisor, an original sponsor of the Trust. Mr. Szilagyi is the Managing Member and President of AlphaCentric Advisors, LLC, an investment advisor to certain series of the Trust. Mr. Szilagyi is also the President of Rational Advisors, Inc., an investment advisor to other registered investment companies in the Fund Complex. He is the Managing Member and President of MFund Services LLC, which provides management, legal administrative, and compliance services to the Trust. Mr. Szilagyi has many years of experience managing mutual funds and providing administrative services to other mutual funds. His experience in the investment management industry makes him uniquely qualified to serve as the Trust’s Chairman.
Mr. Caldwell is the manager of the Genovese family office, and a managing member of a real estate management firm. Mr. Caldwell’s experience in the investment and real estate industries provides the Board with an additional perspective and understanding of investment strategies used by the Advisor or Sub-Advisors to the Funds. Mr. Caldwell also serves on the boards of other mutual fund trusts, including boards of other registered investment companies in the Fund Complex.
Mr. Lachenauer has been an attorney in private practice for over fifteen years, providing advice and counsel to small businesses and individuals on real estate, commercial contracts, general business, and financial matters. Mr. Lachenauer’s previous experience at large law firms and as an attorney at a large investment bank provides the Board with knowledge of financial and investment regulatory matters. Mr. Lachenauer also serves on the boards of other registered investment companies in the Fund Complex.
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Share Ownership in the Funds
Fund Shares Owned by Trustees as of December 31, 2025
| Name of Trustee | Mr. Caldwell | Mr. Weisz* | Mr. Lachenauer | Mr. Szilagyi | ||||
| Dollar Range of Equity Securities in Systematic Alpha Fund | None | None | None | Over $100,000 | ||||
| Dollar Range of Equity Securities in Systematic High Income Fund | $1-$10,000 | None | None | Over $100,000 | ||||
| Dollar Range of Equity Securities in Buffered Shield Fund | None | None | None | Over $100,000 | ||||
| Dollar Range of Equity Securities in Millburn Hedge Strategy Fund | $10,001-$50,000 | None | $10,001-$50,000 | Over $100,000 | ||||
| Dollar Range of Equity Securities in Nasdaq-100 Hedged Income Fund | $1-$10,000 | None | None | Over $100,000 | ||||
| Dollar Range of Equity Securities in Aspect Enhanced Multi-Asset Fund | None | None | None | Over $100,000 | ||||
| Aggregated Dollar Range of Equity Securities in all Registered Investment Companies overseen by Trustee in Family of Investment Companies | Over $100,000 | None | $10,001-$50,000 | Over $100,000 |
| * | Mr. Weisz passed away in June 2026. |
Compensation of the Board of Trustees
The Independent Trustees are paid a quarterly retainer and receive compensation for each special in-person meeting attended. The fees paid to the Independent Trustees for their attendance at a meeting are shared equally by the Funds of the Trust. The Lead Independent Trustee of the Trust, and the Chairman of the Board’s Audit Committee and Risk and Compliance Committee, receive an additional quarterly retainer.
The following table describes the compensation paid to the Trustees during the fiscal year ended June 30, 2026. The Trust has no retirement or pension plans.
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| Compensation Table | ||||
| Name of Person, Position(s) | Mr. Caldwell | Mr. Weisz*** | Mr. Lachenauer | Mr. Szilagyi** |
| Aggregate Compensation from the Systematic Alpha Fund | $6,427 | $5,206 | $4,901 | $0 |
| Aggregate Compensation from the Systematic High Income Fund | $6,427 | $5,206 | $4,901 | $0 |
| Aggregate Compensation from the Buffered Shield Fund | $6,427 | $5,206 | $4,901 | $0 |
| Aggregate Compensation from the Millburn Hedge Strategy Fund | $6,427 | $5,206 | $4,901 | $0 |
| Aggregate Compensation from the Nasdaq-100 Hedged Income Fund | $6,427 | $5,206 | $4,901 | $0 |
| Aggregate Compensation from the Aspect Enhanced Multi-Asset Fund | $6,427 | $5,206 | $4,901 | $0 |
| Estimated Annual Benefits Upon Retirement | $0 | $0 | $0 | $0 |
| Total Compensation from Fund and Fund Complex* | $242,123 | $136,859 | $220,016 | $0 |
| * | The ‘Fund Complex’ includes series of registered investment companies advised by the Advisor, AlphaCentric Advisors LLC and Rational Advisors, Inc. |
| ** | Mr. Szilagyi is compensated by Catalyst for advisory services and MFund Services LLC for management, legal administrative, and compliance support services to the Trust. Please see the “Transfer Agent, Fund Accounting Agent and Administrator” section for more details. |
| *** | Mr. Weisz passed away in June 2026. |
ORGANIZATION AND MANAGEMENT OF WHOLLY-OWNED SUBSIDIARIES
(Systematic Alpha Fund, Millburn Hedge Strategy Fund and Aspect Enhanced Multi-Asset Fund)
Certain Funds may invest up to 25% of each’s total assets in its respective Subsidiary. It is expected that the Subsidiary will invest primarily in structured notes and swap contracts. For the purpose of determining limits related to investment policies, capital structure and leverage, the investments of a Subsidiary will be considered on an aggregate basis with those of the respective Fund.
(Systematic Alpha Fund) The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of CSACS Fund Limited, c/o Walkers Global, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9001, Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors.
(Millburn Hedge Strategy Fund) The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of CMHSF Fund Limited, c/o Walkers Global, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9001, Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors.
(Aspect Enhanced Multi-Asset Fund) The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of CAEMAF Fund Limited, c/o Walker Global, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9001, Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors.
Directors. All the Independent Trustees, Messrs. Caldwell and Lachenauer, serve as Directors of CMHSF Fund Limited, CSACS Fund Limited and CAEMAF Fund Limited.
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Each Subsidiary has entered into a separate contract with the Advisor for the advising of the Subsidiary’s portfolio, without compensation. Each Subsidiary has also entered into arrangements with the Trust’s custodian to serve as the Subsidiary’s custodian, and with Ultimus Fund Solutions, LLC to serve as the Subsidiary’s transfer agent, fund accountant and administrator. Each Subsidiary has adopted compliance policies and procedures that are substantially similar to the policies and procedures adopted by the Funds. The Trust’s Chief Compliance Officer oversees implementation of the Subsidiaries policies and procedures, and makes periodic reports to the Board regarding the Subsidiary’s compliance with its policies and procedures.
Each Subsidiary pays no fee to the Advisor or Ultimus Fund Solutions, LLC for their services. The Subsidiary will bear the fees and expenses incurred in connection with the custody services that it receives. The Funds expect that the expenses borne by its Subsidiary will not be material in relation to the value of the corresponding Fund’s assets. It is also anticipated that each Fund’s own expense will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level. It is therefore expected that a Fund’s investment in the Subsidiary will not result in the Fund paying duplicative fees for similar services provided to the Fund and Subsidiary.
PRINCIPAL SHAREHOLDERS
Persons controlling a Fund can determine the outcome of any proposal submitted to the shareholders for approval, including changes to a Fund’s fundamental policies or the terms of the advisory agreement with the Advisor. Persons owning 25% or more of the outstanding shares of a Fund (or a class of shares of a Fund) may be deemed to control the Fund (or class of the Fund). Persons owning 5% or more of the outstanding shares of the Fund (or a class of shares of the Fund) may be deemed principal shareholders of the Fund (or a class of the Fund). Below are the beneficial and/or record holders of 5% or more of each Fund.
Systematic Alpha Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic Alpha Fund Class A shares on October 2, 2026, and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and |
Percent (%) of Class | ||
| Charles Schwab & Co. 211 Main Street San Francisco, CA 94105 |
79,710.7660 | 6.88% | ||
| Charles Schwab & Co. 211 Main Street San Francisco, CA 94105 |
261,590.0530 | 22.57% | ||
| Raymond James/Omnibus for Mutual Funds House Account Firm 92500015 880 Carillon Parkway Saint Petersburg, FL 33716 |
63,300.6500 | 5.46% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
370,749.8850 | 31.99%* |
| * | May be deemed to control Class A shares of the Fund because it holds more than 25% of outstanding Class A shares. |
As of October 2, 2026, securities of the Systematic Alpha Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class A shares of the Fund.
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Systematic Alpha Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic Alpha Fund Class C shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
299,014.9700 | 62.33%* | ||
| Charles Schwab & Co. 211 Main Street San Francisco, CA 94105 |
60,536.0350 | 12.62% |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026, securities of the Systematic Alpha Fund Class C shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
Systematic Alpha Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic Alpha Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Charles Schwab & Co. 211 Main Street San Francisco, CA 94105 |
1,361,643.6720 | 15.93% | ||
| Charles Schwab & Co. 211 Main Street San Francisco, CA 94105 |
613,761.6560 | 7.18% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
1,959,862.7530 | 22.93% | ||
| National Financial Services LLC 499 Washington Blvd Jersey City, NJ 07310 |
369,507.7140 | 6.19% | ||
| CAPINCO C/O US Bank NA 155 N Rivercenter Dr. Ste 302 Milwaukee, WI 53212 |
731,546.3600 | 8.56% |
| * | May be deemed to control Class I shares of the Fund because it holds more than 25% of outstanding Class I shares. |
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As of October 2, 2026, securities of the Systematic Alpha Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class I shares of the Fund.
Systematic High Income Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic High Income Fund Class A shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
91,485.2080 | 8.67% | ||
| LPL Financial 4707 Executive Drive San Diego CA 92121 |
285,084.4790 | 27.01%* | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
104,578.1960 | 9.91% |
| * | May be deemed to control Class A shares of the Fund because it holds more than 25% of outstanding Class A shares. |
As of October 2, 2026, securities of the Systematic High Income Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class A shares of the Fund.
Systematic High Income Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic High Income Fund Class C shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
|
Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego CA 92121 |
113,150.0840 | 39.43%* | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
15,328.5560 | 5.34% |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026, securities of the Systematic High Income Fund Class C shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
36
Systematic High Income Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Systematic High Income Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
435,680.1730 | 23.93% | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
281,767.6320 | 15.48% | ||
| SEI Private Trust Company/C/O GWP US Advisors 1 Freedom Valley Drive Oaks, PA 19456 |
103,309.4630 | 5.68% |
As of October 2, 2026, securities of the Systematic High Income Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented 4.80% of the outstanding Class I shares of the Fund.
Buffered Shield Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Buffered Shield Fund Class A shares on October 2, 2026 and the percentage of the outstanding shares owned on that date, are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Charles Schwab & Co 211 Main Street San Francisco, CA 94105 |
39,100.2580 | 9.30% | ||
| Pershing LLC P.O. Box 2052 Jersey City, NJ 07303 |
22,246.7160 | 5.29% | ||
| National Financial Services LLC 499 Washington Blvd Jersey City, NJ 07310 |
50,792.9190 | 12.08% | ||
| Matrix Trust Company as agent for Advisor Trust Inc. Kades-Margolis 403B MBD 717 17th Street, Suite 1300 Denver, CO 80202 |
26,889.8170 | 6.40% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
33,724.0550 | 8.02% |
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As of October 2, 2026, securities of the Buffered Shield Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class A shares of the Fund.
Buffered Shield Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Buffered Shield Fund Class C shares on October 2, 2026, and the percentage of the outstanding shares owned on that date, are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
104,586.5860 | 50.49%* |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026, securities of the Buffered Shield Fund Class C shares owned by all officers and trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
Buffered Shield Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Buffered Shield Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Charles Schwab & Co 211 Main Street San Francisco, CA 94105 |
337,993.4100 | 35.06%* | ||
| Charles Schwab & Co 211 Main Street San Francisco, CA 94105 |
79,321.2600 | 8.23% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
80,453.0430 | 8.35% | ||
| Isobel L Szilagyi & /June A Szilagyi CO TTEES of the Jerry Szilagyi 2015 Family Trust 5 Abbington Drive Huntington, NY 11743 |
95,903.1700 | 9.95% |
| * | May be deemed to control Class I shares of the Fund because it holds more than 25% of outstanding Class I shares. |
As of October 2, 2026, securities of the Buffered Shield Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented 1.93% of the outstanding Class I shares of the Fund.
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Millburn Hedge Strategy Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Millburn Hedge Strategy Fund Class A shares on October 3, 2026, and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Morgan Stanley Smith Barney LLC 1 New York Plaza, 12th FL New York, NY 10004 |
2,774,068.9320 | 18.94% | ||
| LPL Financial/A/C 1000-0005 4707 Executive Drive San Diego, CA 92121-3091 |
2,002,399.0890 | 13.67% | ||
| Merrill Lynch 4800 Deer Lake Drive East Jacksonville, FL 32246 |
1,715,454.1460 | 11.71% | ||
|
Charles Schwab & Co. Inc./Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Fund Operations |
1,075,641.7240 | 7.35% | ||
|
Charles Schwab & Co. Inc./ Custody Account FBO Schwab Clients and/or Correspondent Firms 211 Main Street |
1,602,505.5330 | 10.94% | ||
| Raymond James/Omnibus for Mutual Funds House Account Firm 92500015 Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
1,263,214.6460 | 8.63% |
As of October 2, 2026, securities of the Millburn Hedge Strategy Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class A shares of the Fund.
Millburn Hedge Strategy Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Millburn Hedge Strategy Fund Class C shares on October 2, 2026, and the percentage of the outstanding shares owned on that date are listed below.
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| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego CA 92121 |
2,309,995.6370 | 25.67%* | ||
| Morgan Stanley Smith Barney LLC 1 New York Plaza, 12th FL New York, NY 10004 |
1,326,831.7200 | 14.75% | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
1,221,938.5720 | 13.58% | ||
| Raymond James Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
1,043,741.5910 | 11.60% |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026 securities of the Millburn Hedge Strategy Fund Class C shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
Millburn Hedge Strategy Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Millburn Hedge Strategy Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Merrill Lynch 4800 Deer Lake Drive East Jacksonville, FL 32246 |
52,301,496.6850 | 24.47% | ||
| Morgan Stanley Smith Barney LLC 1 New York Plaza, 12th FL New York, NY 10004 |
41,412,696.7810 | 19.38% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
23,213,322.0660 | 10.86% | ||
| UBS WM USA 1000 Harbor Boulevard Weehawken, NJ 07086 |
15,275,345.9090 | 7.15% | ||
| Charles Schwab & Co. Inc. 211 Main Street San Francisco, CA 94105 |
12,038,721.6270 | 5.63% |
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| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Raymond James Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
12,568,352.1390 | 5.88% |
| * | May be deemed to control Class I shares of the Fund because it holds more than 25% of outstanding Class I shares. |
As of October 2, 2026, securities of the Millburn Hedge Strategy Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class I shares of the Fund.
Millburn Hedge Strategy Fund Class C-1 Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Millburn Hedge Strategy Fund Class C-I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial or Record Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Merrill Lynch Fenner & Smith Inc/for the sole benefit of its customers 4800 Deer Lake Drive East Jacksonville, FL 32246 |
961,700.1680 | 69.68%* | ||
| Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
391,251.4810 | 28.35%* |
| * | May be deemed to control Class C-1 shares of the Fund because it holds more than 25% of outstanding Class C-1 shares. |
As of October 2, 2026, securities of the Millburn Hedge Strategy Fund Class C-1 shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
Nasdaq-100 Hedged Income Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Nasdaq-100 Hedged Income Fund Class A shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Charles Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105 |
7,676.2640 | 28.22%* | ||
| National Financial Services LLC 499 Washington Blvd Jersey City, NJ 07310 |
1,448.2620 | 5.32% | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
3,056.6340 | 11.24% |
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| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Pershing LLC PO Box 2052 Jersey City, NJ 07303-9998 |
2,137.7220 | 7.86% | ||
| Oppenheimer & Co. Inc./FBO Linda M Callahan & Stephen F Callahan JTWROS |
3,452.6050 | 12.69% | ||
| Vanguard Brokerage Services 100 Vanguard Blvd. Malvern, PA 19355 |
2,727.3750 | 10.02% |
| * | May be deemed to control Class A shares of the Fund because it holds more than 25% of outstanding Class A shares. |
As of October 2, 2026 securities of the Nasdaq-100 Hedged Income Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented 1.98% of the outstanding Class A shares of the Fund.
Nasdaq-100 Hedged Income Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Nasdaq-100 Hedged Income Fund Class C shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| LPL Financial 4707 Executive Drive San Diego, CA 92121 |
80,618.3350 | 68.79%* | ||
| National Financial Services LLC 499 Washington Blvd Jersey City, NJ 07310 |
7,731.4950 | 6.60% |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026, securities of the Nasdaq-100 Hedged Income Fund Class C shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class C shares of the Fund.
Nasdaq-100 Hedged Income Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Nasdaq-100 Hedged Income Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
Charles Schwab & Co., Inc. 211 Main Street |
320,719.0890 | 43.62%* |
42
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Isobel L Szilagyi & /June A Szilagyi CO TTEES of the Jerry Szilagyi 2015 Family Trust 5 Abbington Drive Huntington, NY 11743 |
95,839.4640 | 13.04% | ||
| Jerry Szilagyi TOD/PR/Subject to STA TOD Rules 200 Dorado Beach Dr. Apt 3642 Dorado, PR 00646 |
42,879.9110 | 5.83% |
| * | May be deemed to control Class I shares of the Fund because it holds more than 25% of outstanding Class I shares. |
As of October 2, 2026, securities of the Nasdaq-100 Hedged Income Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented 5.83% of the outstanding Class I shares of the Fund.
Aspect Enhanced Multi-Asset Fund Class A Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Aspect Enhanced Multi-Asset Fund Class A shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Cetera Investment SVCS FBO Christopher J Mazza 514 Meadow Bend Dr Friendswood TX 77546 |
2,858.0310 | 5.40% | ||
| Cetera Investment SVCS FBO Michael E Mills 5QB-18120-12 16914 Melissa Ann Dr Lutz Fl 33558 |
2,798.7510 | 5.29% | ||
| Cetera Investment SVCS FBO Sondra Rooke 5QB-24408-13 268 VAN GOGH CIRCLE BRANDON FL 33511 |
3,822.3580 | 7.23% | ||
| Cetera Investment SVCS FBO Elizabeth Craft 5QB-25272-13 4664 Gatlin Oaks LN Orlando, FL 32806 |
3,054.2280 | 5.77% | ||
| Cetera Investment SVCS FBO Scott GreenLee 5QB-25558-18 18 Hudson ST Norwalk CT 06851 |
3,491.3920 | 6.60% |
43
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Pershing LLC PO Box 2052 Jersey City, NJ 07303-9998 |
2,714.4620 | 5.13% | ||
| Pershing LLC PO Box 2052 Jersey City, NJ 07303-9998 |
5,286.2440 | 9.99% |
As of October 2, 2026 securities of the Aspect Enhanced Multi-Asset Fund Class A shares owned by all officers and Trustees, including beneficial ownership, as a group represented less than 1% of the outstanding Class A shares of the Fund.
Aspect Enhanced Multi-Asset Fund Class C Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Aspect Enhanced Multi-Asset Fund Class C shares on October 2, 2026, and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
|
Jerry Szilagyi TOD/PR/Subject to STA TOD Rules |
100.0000 | 100.00%* |
| * | May be deemed to control Class C shares of the Fund because it holds more than 25% of outstanding Class C shares. |
As of October 2, 2026, securities of the Aspect Enhanced Multi-Asset Fund Class C shares owned by all officers and Trustees, including beneficial ownership, as a group represented 100% of the outstanding Class C shares of the Fund.
Aspect Enhanced Multi-Asset Fund Class I Shares
Shareholders known by the Trust to own of record 5% or more of the outstanding shares of the Aspect Enhanced Multi-Asset Fund Class I shares on October 2, 2026 and the percentage of the outstanding shares owned on that date are listed below.
| Name and Address of Beneficial Owner |
Number of Record and Beneficial (Shares) |
Percent (%) of Class | ||
| Aspect Capital Limited 10 Portman Square London W1H 6AZ United Kingdom |
2,775,934.1930 | 92.86%* |
| * | May be deemed to control Class I shares of the Fund because it holds more than 25% of outstanding Class I shares. |
As of October 2, 2026, securities of the Aspect Enhanced Multi-Asset Fund Class I shares owned by all officers and Trustees, including beneficial ownership, as a group represented 1.59% of the outstanding Class I shares of the Fund.
44
ADVISOR AND SUB-ADVISORS
Catalyst Capital Advisors LLC has been retained by the Trust, on behalf of the Funds, under an investment advisory agreement (the “Advisory Agreement”) to act as each Fund’s advisor, subject to the oversight of the Board. The Advisor was organized under the laws of New York on January 24, 2006. The Advisor oversees the day-to-day investment decisions for the Fund and continuously reviews, oversees and administers each Fund’s investment program. The address of the Advisor is 207 Calle del Parque, AM Tower, Floor 7, Suite 2, San Juan, PR 00912. Jerry Szilagyi, a Trustee of the Trust, is the controlling member of the Advisor. The Advisor is under common control with AlphaCentric Advisors LLC and Rational Advisors, Inc., the investment advisers of other funds in the same group of investment companies, also known as a “Fund Complex”, and with MFund Services LLC, a provider of management, legal administration, and compliance services to the Funds and each other fund in the Fund Complex.
The Advisory Agreement provides that the Advisor will provide the applicable Fund with investment advice and oversight, and will continuously furnish an investment program for each Fund consistent with the investment objectives and policies of the Fund. The Advisor is responsible for the payment of the salaries and expenses of all of its personnel, office rent, and the expenses of providing investment advisory services and related clerical expenses.
Under the terms of the Advisory Agreement, the Advisor directs the investment of the assets of each Fund in accordance with the investment objectives and policies of that Fund. It is the responsibility of the Advisor to make investment decisions for each Fund and to provide continuous oversight of the investment portfolios of the Fund.
For its services under the Advisory Agreement, each Fund pays the Advisor a monthly advisory fee, based on its average daily net assets, at the annual rates set forth below:
| Contractual Advisory Fee | |
| Systematic Alpha Fund | 1.50% |
| Systematic High Income Fund | 1.75% |
| Buffered Shield Fund | 1.25% |
| Millburn Hedge Strategy Fund | 1.75% |
| Nasdaq-100 Hedged Income Fund | 1.25% |
| Aspect Enhanced Multi-Asset Fund | 1.75% |
The Advisor pays expenses incurred by it in connection with acting as advisor, other than costs (including taxes and brokerage commissions, borrowing costs, costs of investing in underlying funds, and extraordinary expenses, if any) of securities purchased for the Funds and other expenses paid by the Funds, as detailed in each Fund’s Advisory Agreement. The Advisor pays for all employees, office space and facilities required by it to provide services under the Advisory Agreement, except for specific items of expense referred to below.
Except for the expenses described above that have been assumed by the Advisor, all expenses incurred in administration of the Funds will be charged to a particular Fund, including investment advisory fees; fees and expenses of the Board; interest charges; taxes; brokerage commissions; expenses of valuing assets; expenses of continuing registration and qualification of the Funds and the shares under federal and state law; share issuance expenses; fees and disbursements of independent accountants and legal counsel; fees and expenses of custodians, including sub-custodians and securities depositories, transfer agents and shareholder account servicing organizations; expenses of preparing, printing and mailing prospectuses, reports, proxies, notices and statements sent to shareholders; expenses of shareholder meetings; costs of investing in underlying funds; and insurance premiums. Each Fund is also liable for nonrecurring expenses, including litigation to which it may from time to time be a party. Expenses incurred for the operation of a particular Fund, including the expenses of communications with its shareholders, are paid by that Fund.
The Advisor has contractually agreed to waive fees and/or reimburse expenses, but only to the extent necessary to maintain the Funds’ total annual operating expenses, such as regulatory inquiry and litigation expenses (excluding brokerage costs; 12b-1 fees; borrowing costs, such as (a) interest, and (b) dividends on securities sold short; taxes; underlying fund expenses; and extraordinary expenses) at the levels set forth in the table below through October 31, 2027.
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| Expense Limitation | |
| Systematic Alpha Fund |
Class A – 2.02% Class C – 2.77% Class I – 1.77% |
| Systematic High Income Fund |
Class A – 2.24% Class C – 2.99% Class I – 1.99% |
| Buffered Shield Fund |
Class A – 1.48% Class C – 2.23% Class I – 1.23% |
| Nasdaq-100 Hedged Income Fund |
Class A – 1.74% Class C – 2.49% Class I – 1.49% |
| Aspect Enhanced Multi-Asset Fund |
Class A – 2.24% Class C – 2.99% Class I – 1.99% |
Each waiver or reimbursement by the Advisor is subject to repayment by the applicable Fund within three years following the date on which that particular expense is incurred, if the Fund is able to make the repayment within both the expense limitation in effect at the time of the waiver and the repayment is approved by the Board.
The Advisory Agreement with each Fund is effective for an initial two-year period and continues from year to year thereafter as long as its continuation is approved at least annually by the Board, including a majority of the Trustees who are not “interested persons,” or by the shareholders of the applicable Fund. Each Advisory Agreement may be terminated at any time upon 60 days’ written notice by the relevant Fund or by a majority vote of the outstanding shares, or 90 days’ written notice by the Advisor, and will terminate automatically upon assignment. A discussion of the matters considered by the Board in connection with the renewal of the Advisory Agreement for each Fund, can be found in the Funds’ Financial Statements for the fiscal year ended June 30, 2026.
Each Advisory Agreement provides that the Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
The table below provides information about the advisory fees for each of last three fiscal years ended June 30:
| Fund | 2024 | 2025 | 2026 | |
|
Systematic Alpha Fund |
Total Advisory Fee | $5,012,341 | $6,956,297 | $2,454,098 |
| Waiver/(Recapture) | $(205,014) | $21,285 | $48,052 | |
| Net Advisory Fee | $5,217,355 | $6,935,012 | $2,406,046 | |
|
Systematic High Income Fund |
Total Advisory Fee | $1,984,208 | $1,575,054 | $924,363 |
| Waiver | $97,182 | $105,080 | $134,223 | |
| Net Advisory Fee | $1,887,026 | $1,469,974 | $790,140 | |
|
Buffered Shield Fund |
Total Advisory Fee | $379,652 | $252,224 | $238,177 |
| Waiver | $183,992 | $173,651 | $167,390 | |
| Net Advisory Fee | $195,660 | $78,573 | $70,787 | |
|
Millburn Hedge Strategy Fund |
Total Advisory Fee | $116,015,653 | $138,629,396 | $155,695,450 |
| Waiver | - | - | - | |
| Net Advisory Fee | $116,015,653 | $138,629,396 | $155,695,450 | |
|
Nasdaq-100 Hedged Income Fund |
Total Advisory Fee | $193,037 | $215,598 | $193,383 |
| Waiver | $118,441 | $135,582 | $130,585 | |
| Net Advisory Fee | $74,596 | $80,016 | $62,798 | |
|
Aspect Enhanced Multi-Asset Fund |
Total Advisory Fee | $154,791 | $406,247 | $556,345 |
| Waiver | $90,533 | $124,560 | $94,625 | |
| Net Advisory Fee | $64,258 | $281,687 | $461,720 |
46
Former Investment Sub-Advisor – Systematic High Income Fund
Prior to November 1, 2025, Warrington Asset Management LLC (“Warrington”), an investment advisory firm, the predecessor of which was founded in 2008, served as the sub-advisor to the Systematic High Income Fund under a Sub-Advisory Agreement with the Advisor.
As compensation for the sub-advisory services it provided to the Systematic High Income Fund, the Advisor paid Warrington 50% of the net advisory fees earned by the Advisor from the Fund. For this purpose, “net advisory fees” mean advisory fees collected from the Systematic High Income Fund (net of fee waivers due to expense caps) less any revenue sharing and asset-based fees paid to broker-dealers or custodians with assets in the Systematic High Income Fund. The fee paid to Warrington by the Advisor was paid from the Advisor’s advisory fee and was not an additional cost to the Fund. For the fiscal years ended June 30, 2024 and June 30, 2025, Warrington received $943,513 and $734,987, respectively, in sub-advisory fees for its services to the Systematic High Income Fund.
Sub-Advisor – Buffered Shield Fund
Exceed Advisory LLC (“Exceed”), an investment advisory firm founded in July 2014 and wholly owned by Exceed Investments, LLC, has been retained to act as the sub-advisor to the Fund pursuant to an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”) with the Advisor. Exceed is controlled by Mr. Joseph Halpern, the portfolio manager of the Fund. Exceed also provides investment advisory services to another mutual fund and separately managed accounts. The Advisor and the Trustees have chosen to engage Exceed’s services as sub-advisor to the Fund in part because of Exceed’s prior expertise with respect to the Fund’s strategy.
As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Exceed 50% of the net advisory fees earned by the Advisor from the Fund. For this purpose, “net advisory fees” mean advisory fees collected from the Fund (net of fee waivers due to expense caps) less any revenue sharing and asset-based fees paid to broker-dealers or custodians with assets in the Fund. The fee paid to Exceed by the Advisor is paid from the Advisor’s advisory fee and is not an additional cost to the Fund. The Sub-Advisory Agreement is effective for an initial two-year period and continues in effect for successive twelve-month periods, provided that the Board annually approves it for continuance. A discussion of the matters considered by the Board in connection with the renewal of the Sub-Advisory Agreement is available in the Fund’s Financial Statements for the fiscal year ended June 30, 2026. For the fiscal years ended June 30, 2024, June 30, 2025 and, June 30, 2026, Exceed received $97,830, $39,287 and $35,393, respectively, in sub-advisory fees for its services to the Buffered Shield Fund.
Sub-Advisor – Millburn Hedge Strategy Fund
Millburn Ridgefield LLC (“Millburn”), an investment advisory firm founded in 1982, has been retained to act as the sub-advisor to the Fund under an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”) with the Advisor and the Trust, on behalf of the Fund. Millburn also provides investment management or adviser services to pooled investment vehicles that it sponsors and to separately managed accounts. The principal owners of Millburn are Harvey Beker, Crapple Marital Trust, Barry Goodman, and Grant Smith. Millburn has been registered with the CFTC as a “commodity pool operator” since July of 1982 and as a “commodity trading advisor” since September of 1984, as well as registered with the SEC as an investment adviser in March of 2002, and became registered with the SEC as a broker-dealer in December of 2019. The Advisor and the Board have chosen to engage Millburn’s services as sub-adviser to the Fund in part because of Millburn’s prior expertise and performance in advising other accounts similar in objective to that of the Fund.
As compensation for the sub-advisory services it provides to the Fund, the Fund pays Millburn 50% of the net advisory fees earned by the Advisor from the Fund. For this purpose, “net advisory fees” mean advisory fees (net of fee waivers due to expense caps) less any revenue sharing and asset-based fees paid to broker-dealers or custodians with assets
47
in the Fund. The fee paid to Millburn by the Fund is paid from the Advisor’s advisory fee and is not an additional cost to the Fund. Any amounts paid by a Fund to Millburn is deducted from the net advisory fee due to the Adviser pursuant to the Advisory Agreement and any expense limitation agreement in effect at the time of payment. The Sub-Advisory Agreement is effective for an initial two-year period and continues in effect for successive twelve-month periods, provided that the Board annually approves it for continuance. A discussion of the matters considered by the Board in connection with the renewal of the Sub-Advisory Agreement with respect to the Fund is available in the Fund’s Financial Statements for the fiscal year ended June 30, 2026. For the fiscal years ended June 30, 2024, June 30, 2025, and June 30, 2026, Millburn received $58,642,612, $69,932,164 and $78,613,314 in sub-advisory fees for its services to the Millburn Hedge Strategy Fund.
Investment Sub-Advisor – Nasdaq-100 Hedged Income Fund
Equity Armor Investments, LLC (“Equity Armor”), an investment advisory firm founded in 2011, has been retained to act as the sub-advisor to the Fund under a Sub-Advisory Agreement (“Sub-Advisory Agreement”) with the Advisor. Equity Armor is controlled by Brian Stutland and Afshin Luke Rahbari. Equity Armor provides investment management services to individuals, trusts, institutions, advisory firms, and investment companies. Under the supervision of the Advisor, Equity Armor is responsible for making investment decisions and executing portfolio transactions for the Fund. In addition, Equity Armor is responsible for maintaining certain transaction and compliance related records of the Fund.
As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Equity Armor 50% of the net advisory fees paid to the Advisor by the Fund. For this purpose, “net advisory fees” mean advisory fees collected from the Fund (net of fee waivers due to expense caps) less any revenue sharing and asset-based fees paid to broker-dealers or custodians with assets in the Fund. The fee paid to Equity Armor by the Advisor is paid from the Advisor’s advisory fee and is not an additional cost to the Fund. The Sub-Advisory Agreement is effective for an initial two-year period and continues in effect for successive twelve-month periods, provided that the Board annually approves it for continuance. A discussion of the matters considered by the Board in connection with the renewal of the Sub-Advisory Agreement is available in the Fund’s Financial Statements for the fiscal year ended June 30, 2026. For the fiscal years ended June 30, 2024, June 30, 2025, and June 30, 2026, Equity Armor, received $37,298, $40,008 and $31,399, respectively, in sub-advisory fees for its services to the Nasdaq-100 Hedged Income Fund.
Sub-Advisor – Aspect Enhanced Multi-Asset Fund
Aspect Capital Limited (“Aspect Capital”), an investment advisory firm founded in 1997, has been retained to act as the sub-advisor to the Fund under a Sub-Advisory Agreement (“Sub-Advisory Agreement”) with the Advisor. Aspect Capital, is a registered investment advisor providing investment advisory services to domestic and foreign pooled investment vehicles and accounts. Aspect Capital is controlled by Anthony Todd.
As compensation for the sub-advisory services it provides to the Fund, the Advisor pays Aspect Capital 50% of the net advisory fees earned by the Advisor from the Fund, except that, for any investments made in the Fund by Aspect Capital, the Advisor pays Aspect Capital 100% of the net advisory fees paid by the Fund to the Advisor. For this purpose, “net advisory fees” mean advisory fees collected from the Fund (net of fee waivers due to expense caps) and any extraordinary expenses related to the management and sponsorship of the Fund, including, but not limited to, regulatory, litigation, and legal expenses as recorded on the financial statements of the Fund and Adviser. The fee paid to the Sub-Advisor by the Advisor will be paid from the Advisor’s management fee and is not an additional cost to the Fund. The Sub-Advisory Agreement is effective for an initial two-year period and continues in effect for successive twelve-month periods, provided that the Board annually approves it for continuance. A discussion of the matters considered by the Board in connection with the renewal of the Sub-Advisory Agreement is available in the Fund’s Financial Statements for the fiscal year ended June 30, 2026. For the fiscal period ended June 30, 2024, and the fiscal years ended June 30, 2025, and June 30, 2026, Aspect Capital received $62,006, $259,947 and $442,953, respectively, in sub-advisory fees for its services to the Aspect Enhanced Multi-Asset Fund.
48
Portfolio Managers of the Funds
Portfolio Managers – Systematic Alpha Fund
David Miller, Chief Investment Officer and Senior Portfolio Manager of the Advisor, and Charles Ashley, Portfolio Manager of the Advisor, serve as the portfolio managers of the Fund and have served in this capacity since 2015 and 2022, respectively. Mr. Miller’s compensation from the Advisor is based on a percentage of the overall profits of the Advisor. He is also entitled to a portion of the proceeds if the Advisor sells all or a portion of the Advisor’s business. He also participates in a pension plan. Mr. Ashley’s compensation from the Advisor is a fixed base salary and a discretionary bonus based on the discretion of the Advisor.
Portfolio Managers – Systematic High Income Fund
David Miller, Chief Investment Officer and Senior Portfolio Manager of the Advisor, and Charles Ashley, Portfolio Manager of the Advisor, serve as the portfolio managers of the Fund and have served in this capacity since November 2025. Mr. Miller’s compensation from the Advisor is based on a percentage of the overall profits of the Advisor. He is also entitled to a portion of the proceeds if the Advisor sells all or a portion of the Advisor’s business. He also participates in a pension plan. Mr. Ashley’s compensation from the Advisor is a fixed base salary and a discretionary bonus based on the discretion of the Advisor.
Portfolio Manager – Buffered Shield Fund
Subject to the oversight of the Advisor, Joseph Halpern, Chief Executive Officer and Portfolio Manager of Exceed, is primarily responsible for the day-to-day management of the Fund. Mr. Halpern has served the Buffered Shield Fund in this capacity since December 2016. Mr. Halpern’s compensation from Exceed is based on a fixed rate salary plus equity distributions.
Portfolio Managers – Millburn Hedge Strategy Fund
Subject to the oversight of the Advisor, Harvey Beker, Barry Goodman, Grant Smith and Michael Soss, as portfolio managers, are jointly and primarily responsibility for the day-to-day management of the Fund. Messrs. Beker, Goodman and Smith have served in this capacity since the inception of the Fund; Mr. Soss has served in this capacity since March 2024. Messrs. Beker, Goodman, Smith and Soss’s compensation from Millburn is based on a salary and a percentage of the net profits of Millburn. They also participate in a 401(k) retirement plan.
Portfolio Managers – Nasdaq-100 Hedged Income Fund
Subject to the oversight of the Advisor, Brian Stutland, Afshin Luke Rahbari, and Joseph Tigay are the Fund’s Portfolio Managers and are primarily responsible for the day-to-day management of the Fund. Messrs, Stutland, Rahbari, and Tigay have served in this capacity since based on the profits of Equity Armor.
Portfolio Managers – Aspect Enhanced Multi-Asset Fund
Subject to the oversight of the Advisor, Anthony Todd, Martin Lueck, Christopher Reeve, and Max Xu are jointly responsible for the day-to-day management of the Fund as part of the wider Investment Committee (“Investment Committee”). Each member of the Investment Committee receives a salary from Aspect Capital and, in a profitable year for Aspect Capital, is entitled to participate in the firm’s discretionary profit-share (bonus) scheme.
The Investment Committee is ultimately accountable for the Fund’s performance and is required to approve all research before model integration occurs. Additional to the aforementioned individuals, the Investment Committee also comprises further members: Jack Haberfield, Principal Researcher of Aspect Capital; Razvan Remsing, Chief Product Strategist of Aspect Capital, Alexis Blair, Director of Front Office Strategy and Execution of Aspect Capital, and Nicholas Bush, Director of Investment Engineering and Portfolio Manager of Aspect Capital.
49
Portfolio Managers’ Other Accounts Managed – All Funds
As of June 30, 2026, the number of, and total assets in all registered investment companies, other pooled investment vehicles, and other accounts overseen by David Miller, Charles Ashley, Joseph Halpern, Harvey Beker, Barry Goodman, Grant Smith, Michael Soss, Brian Stutland, Afshin Luke Rahbari, Joseph Tigay, Anthony Todd, Martin Lueck, Christopher Reeve, and Max Xu, are as follows:
| Name of Portfolio Manager | Registered Investment Companies |
Other Pooled Investment Vehicles Managed |
Other Accounts Managed | |||
| Number |
Total Assets (millions) |
Number | Total Assets | Number |
Total Assets (millions) | |
| David Miller | 10 | $1,045 | 1 | $11.7 | 0 | $0 |
| Charles Ashley | 9 | $1,035 | 1 | $11.7 | 0 | $0 |
| Joseph Halpern | 1 | $18.9 | 0 | $0 | 104 | $89.2 |
| Harvey Beker | 3 | $9,527 | 25 | $1,212 | 48 | $2,902 |
| Barry Goodman | 3 | $9,527 | 22 | $1,062 | 48 | $2,902 |
| Grant Smith | 3 | $9,527 | 22 | $1,062 | 48 | $2,902 |
| Michael Soss | 3 | $9,527 | 22 | $1,062 | 48 | $2,902 |
| Brian Stutland | 2 | $73 | 0 | $0 | 3 | $2,000 |
| Afshin Luke Rahbari | 2 | $73 | 0 | $0 | 3 | $2,000 |
| Joseph Tigay | 2 | $73 | 0 | $0 | 3 | $2,000 |
| Anthony Todd | 3 | $244 | 20* | $3,629 | 16 | $5,152 |
| Martin Lueck | 3 | $244 | 20 | $3,629 | 16 | $5,152 |
| Christopher Reeve | 3 | $244 | 20 | $3,629 | 16 | $5,152 |
| Max Xu | 3 | $244 | 20* | $3,629 | 16 | $5,152 |
| * | Includes 3 trading vehicles, which are not investable vehicles. |
Of the accounts above, the following are subject to performance-based fees:
| Name of Portfolio Manager | Registered Investment Companies |
Other Pooled Investment Vehicles Managed |
Other Accounts Managed | |||
| Number |
Total Assets |
Number |
Total Assets |
Number |
Total Assets | |
| David Miller | 0 | $0 | 1 | $11.7 | 0 | $0 |
| Charles Ashley | 0 | $0 | 1 | $11.7 | 0 | $0 |
| Joseph Halpern | 0 | $0 | 0 | $0 | 0 | $0 |
| Brian Stutland | 0 | $0 | 1 | $2 | 0 | $0 |
50
|
Name of Portfolio Manager |
Registered Investment Companies |
Other Pooled Investment Vehicles Managed |
Other Accounts Managed | |||
| Number | Total Assets (millions) |
Number | Total Assets (millions) |
Number | Total Assets (millions) | |
| Afshin Luke Rahbari | 0 | $0 | 1 | $2 | 0 | $0 |
| Joseph Tigay | 0 | $0 | 1 | $2 | 0 | $0 |
| Harvey Beker | 0 | $0 | 21 | $1,040 | 44 | $1,141 |
| Barry Goodman | 0 | $0 | 20 | $890 | 44 | $1,141 |
| Grant Smith | 0 | $0 | 20 | $890 | 44 | $1,141 |
| Michael Soss | 0 | $0 | 20 | $890 | 44 | $1,141 |
| Anthony Todd | 0 | $0 | 15 | $2,099 | 11 | $4,603 |
| Martin Lueck | 0 | $0 | 15 | $2,099 | 11 | $4,603 |
| Christopher Reeve | 0 | $0 | 15 | $2,099 | 11 | $4,603 |
| Max Xu | 0 | $0 | 15 | $2,099 | 11 | $4,603 |
The following table shows the dollar range of equity securities of the Funds beneficially owned by each portfolio manager as of June 30, 2026.
| Name of Portfolio Manager | Fund Name | Dollar Range of Equity Securities in the Funds |
| David Miller | Systematic Alpha Fund | $500,001-$1,000,000 |
| Systematic High Income Fund | $1-$50,000 | |
| Charles Ashley | Systematic Alpha Fund | $10,001-$50,000 |
| Systematic High Income Fund | None | |
| Joseph Halpern | Buffered Shield Fund | $100,001-$500,000 |
| Harvey Beker | Millburn Hedge Strategy Fund | Over $1,000,000 |
| Barry Goodman | Millburn Hedge Strategy Fund | Over $1,000,000 |
| Grant Smith | Millburn Hedge Strategy Fund | Over $1,000,000 |
| Michael Soss | Millburn Hedge Strategy Fund | None |
| Brian Stutland | Nasdaq-100 Hedged Income Fund | $1-$50,000 |
| Afshin Luke Rahbari | Nasdaq-100 Hedged Income Fund | $1-$50,000 |
| Joseph Tigay | Nasdaq-100 Hedged Income Fund | $1-$50,000 |
| Anthony Todd | Aspect Enhanced Multi-Asset Fund | None |
51
| Name of Portfolio Manager | Fund Name | Dollar Range of Equity Securities in the Funds |
| Martin Lueck | Aspect Enhanced Multi-Asset Fund | None |
| Christopher Reeve | Aspect Enhanced Multi-Asset Fund | None |
| Max Xu | Aspect Enhanced Multi-Asset Fund | None |
Potential Conflicts of Interest – Advisor and Sub-Advisors
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day responsibilities with respect to more than one fund or other accounts. Advising multiple accounts may result in a portfolio manager devoting unequal time and attention to each account. Advising multiple funds and accounts also may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons and fees, as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts.
With respect to securities transactions for the Funds, the Advisor or a Sub-Advisor determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Funds. Securities selected for funds or accounts other than the Funds may outperform the securities selected for the Funds.
The appearance of a conflict of interest may arise where the Advisor or a Sub-Advisor has an incentive, such as a performance-based advisory fee. The management of personal accounts may give rise to potential conflicts of interest; there is no assurance that the Fund’s code of ethics will adequately address such conflicts. Among each portfolio manager’s numerous responsibilities is to assist in the sale of Fund shares. Because the portfolio manager’s compensation is indirectly linked to the sale of Fund shares, they may have an incentive to devote time to marketing efforts designed to increase sales of Fund shares.
The Advisor and each Sub-Advisor has adopted a code of ethics that, among other things, permits personal trading by employees under conditions where it has been determined that such trades would not adversely impact client accounts. Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and there is no assurance that these codes of ethics will adequately address such conflicts.
The Funds may invest in affiliated funds advised by the Advisor. The Advisor is subject to conflicts of interest in allocating the Fund’s assets among the affiliated funds. The Advisor will receive more revenue when it selects an affiliated fund rather than an unaffiliated fund for inclusion in the Funds’ portfolios. This conflict may provide an incentive for the Advisor to invest Fund assets in affiliated funds that perform less well than unaffiliated funds. The Advisor may have an incentive to allocate Fund assets to those affiliated funds for which the net advisory fees payable to the Advisor are higher than the fees payable by other affiliated funds.
The Advisor, each Sub-Advisor and the Funds have adopted certain compliance procedures, which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
CODE OF ETHICS
The Advisor, Exceed, Millburn, Equity Armor, Aspect, Northern Lights Distributors, LLC and the Trust have each adopted codes of ethics under Rule 17j-1(c) of the 1940 Act. The purpose of each code is to avoid potential conflicts of interest and to prevent fraud, deception or misconduct with respect to the Funds. Each code permits personnel covered by the codes to invest in securities that may be purchased by the Funds, subject to the restrictions of the code. The codes are filed as exhibits to the Trust’s registration statement.
TRANSFER AGENT, FUND ACCOUNTING AGENT AND ADMINISTRATOR
Ultimus Fund Solutions, LLC (“Ultimus”), which has its principal office at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as administrator, fund accounting agent and transfer agent for the Funds pursuant to the
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Fund Services Agreement (the “Agreement”) with the Trust and subject to the supervision of the Board. Ultimus is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds. Ultimus is an affiliate of the Distributor.
Ultimus may also provide persons to serve as officers of the Trust. Such officers may be directors, officers or employees of Ultimus or its affiliates.
The Agreement remains in effect for an initial term of three years from the effective date for the Funds, and will continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board. The Agreement is terminable by the Board or Ultimus on 90 days’ written notice and may be assigned by either party, provided that the Trust may not assign this agreement without the prior written consent of Ultimus. The Agreement provides that Ultimus shall be without liability for any action reasonably taken or omitted pursuant to the Agreement.
Under the Agreement, Ultimus performs administrative services, including: (1) monitoring the performance of administrative and professional services rendered to the Trust by other service providers; (2) monitoring Fund holdings and operations for post-trade compliance with the Funds’ registration statement and applicable laws and rules; (3) preparing and coordinating the printing of semi-annual and annual tailored shareholder reports; (4) preparing select management reports for performance and compliance analyses; (5) preparing and disseminating materials for, and attending and participating in, meetings of the Board; (6) determining income and capital gains available for distribution, and calculating distributions required to meet regulatory, income, and excise tax requirements; (7) reviewing the Trust’s federal, state, and local tax returns, as prepared and signed by the Trust’s independent public accountants; (8) preparing and maintaining the Trust’s operating expense budget to determine proper expense accruals to be charged to the Fund to calculate its daily net asset value; (9) assisting in and monitoring the preparation, filing, printing and, where applicable, dissemination of periodic reports to the Board, shareholders and the SEC, notices pursuant to Rule 24f-2, proxy materials and reports to the SEC on Forms N-CEN, N-CSR, N-PORT and N-PX; (10) coordinating the Trust’s audits and examinations by assisting the Funds’ independent public accountants; (11) determining, in consultation with others, the jurisdictions in which shares of the Trust shall be registered or qualified for sale, and facilitating such registration or qualification; (12) monitoring sales of shares and ensuring that the shares are properly and duly registered with the SEC; (13) monitoring the calculation of performance data for the Funds; (14) preparing, or causing to be prepared, expense and financial reports; (15) preparing authorization for the payment of Trust expenses and paying, from Trust assets, all bills of the Trust; (16) providing information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies; (17) upon request, assisting the Funds in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of Ultimus); and (18) performing other services, recordkeeping and assistance relating to the affairs of the Trust as the Trust may, from time to time, reasonably request.
Ultimus also provides the Funds with accounting services, including: (i) daily computation of net asset value; (ii) maintenance of security ledgers and books and records, as required by the 1940 Act; (iii) production of each Fund’s listing of portfolio securities and general ledger reports; (iv) reconciliation of accounting records; (v) calculation of yield and total return for each Fund; (vi) maintenance of certain books and records described in Rule 31a-1 under the 1940 Act, and reconciliation of account information and balances among the Funds’ custodian and Advisor; and (vii) monitoring and evaluating daily income and expense accruals, and sales and redemptions of shares of the Funds.
Ultimus also acts as transfer, dividend disbursing, and shareholder servicing agent for the Funds pursuant to the Agreement. Under the Agreement, Ultimus is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations.
For these services, each of the Funds pays Ultimus an annual asset-based fee of 0.13% of net assets up to $50 million, with lower fees at higher asset levels, plus reimbursement of out-of-pocket expenses.
The Fund paid the following fees for these services for the fiscal years ended June 30:
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| Fund | Fiscal Year Ended June 30, 2024 |
Fiscal Year Ended June 30, 2025 |
Fiscal Year Ended June 30, 2026 |
| Systematic Alpha Fund | $144,087 | $209,797 | $105,619 |
| Systematic High Income Fund | $66,369 | $66,067 | $55,538 |
| Buffered Shield Fund | $36,845 | $41,720 | $39,565 |
| Millburn Hedge Strategy Fund | $1,954,275 | $2,281,623 | $2,597,934 |
| Nasdaq-100 Hedged Income Fund | $33,907 | $42,656 | $42,006 |
| Aspect Enhanced Multi-Asset Fund | $22,344 | $58,643 | $58,080 |
MFund Services LLC (“MFund”) which has its principal office located at 36 N. New York Avenue, Huntington, NY 11743, provides the Funds with various management and legal administrative services. For these services, the Funds pay MFund an annual asset-based fee in accordance with the schedule set forth below applied at the Fund family level (i.e., all the Funds in the Trust advised by the Advisor):
0.10% of net assets up to $50 million;
0.07% of net assets from $50 million to $100 million;
0.05% of net assets from $100 million to $250 million;
0.04% of net assets from $250 million to $500 million;
0.03% of net assets from $500 million to $1 billion;
0.02% of net assets from $1 billion to $5 billion;
0.01% of assets from $5 billion and above
In addition, the Funds reimburse MFund for any reasonable out-of-pocket expenses incurred in the performance of its duties under the Management Services Agreement. Jerry Szilagyi is the controlling member of MFund, the controlling member of the Advisor, AlphaCentric Advisors LLC (an investment advisor to other series of the Trust), and Rational Advisors, Inc., and a Trustee of the Trust. For the fiscal years ended June 30, the Funds paid MFund the following fees for its management services:
| Fund | Fiscal Year Ended June 30, 2024 |
Fiscal Year Ended June 30, 2025 |
Fiscal Year Ended June 30, 2026 |
| Systematic Alpha Fund | $61,656 | $79,174 | $27,653 |
| Systematic High Income Fund | $19,966 | $15,416 | $8,743 |
| Buffered Shield Fund | $5,654 | $3,454 | $3,108 |
| Millburn Hedge Strategy Fund | $1,229,663 | $1,348,677 | $1,473,517 |
| Nasdaq-100 Hedged Income Fund | $2,891 | $2,952 | $2,509 |
| Aspect Enhanced Multi-Asset Fund | $1,610 | $3,957 | $5,345 |
COMPLIANCE SERVICES
MFund provides the Chief Compliance Officer and certain compliance related services to the Trust pursuant to a Compliance Services Agreement. For these services, the funds in the Trust advised by the same adviser pay MFund $1,200 per month for the first fund in the fund family and $400 for each additional fund; $400 for each adviser and sub-adviser; and .0025% of the assets of each fund. In addition, the Funds reimburse MFund for any reasonable out-of-pocket expenses incurred in the performance of its duties under the Compliance Services Agreement. During the fiscal years ended June 30, the Funds paid MFund Services the following amounts for these services:
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| Fund |
Fiscal Year Ended June 30, |
Fiscal Year Ended June 30, |
Fiscal Year Ended June 30, |
| Systematic Alpha Fund | $12,910 | $18,686 | $10,153 |
| Systematic High Income Fund | $13,865 | $13,257 | $8,557 |
| Buffered Shield Fund | $11,356 | $10,977 | $11,379 |
| Millburn Hedge Strategy Fund | $172,400 | $206,723 | $227,006 |
| Nasdaq-100 Hedged Income Fund | $11,381 | $11,044 | $11,286 |
| Aspect Enhanced Multi-Asset Fund | $8,108 | $18,077 | $14,902 |
CUSTODIAN
Pursuant to a Custody Agreement between the Trust and U.S. Bank National Association (the “Custodian”), which has its principal place of business located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212, the Custodian serves as the custodian of the Funds. The Custodian has custody of all securities and cash of the Funds. The Custodian, among other things, attends to the collection of principal and income, and payment for and collection of proceeds of, securities bought and sold by the Funds. The Custodian also serves as custodian to the Subsidiary.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Funds’ independent registered public accounting firm is Cohen & Company, Ltd., located at 8101 East Prentice Ave., Suite 750, Greenwood Village, CO 80111. Shareholders will receive annual financial statements, together with a report of the independent registered public accounting firm, and semiannual unaudited financial statements of the Funds. Cohen & Company, Ltd. reports on the Funds’ annual financial statements, reviews certain regulatory reports, and performs other professional auditing services when engaged to do so by the Funds. Cohen & Co Advisory, LLC, an affiliate of Cohen & Company, Ltd., reports on the Funds’ income tax returns, and performs other professional tax services when engaged to do so by the Funds.
COUNSEL
Thompson Hine LLP, located at 41 South High Street, Suite 1700, Columbus, OH 43215, serves as counsel for the Trust.
DISTRIBUTOR
Northern Lights Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 (the “Distributor”) serves as the principal underwriter and national distributor for the shares of the Funds pursuant to an Underwriting Agreement with the Trust (the “Underwriting Agreement”). The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and each state’s securities laws and is a member of FINRA. The offering of the Funds’ shares is continuous. The Underwriting Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use reasonable efforts to facilitate the sale of the Funds’ shares.
The Underwriting Agreement provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue from year to year, subject to annual approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority of the Trustees who are not interested persons of the Trust or of the Distributor by vote cast in person at a meeting called for the purpose of voting on such approval.
The Underwriting Agreement may be terminated by a Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of the Trust or by vote of a majority of the outstanding shares of a Fund on 60 days’ written notice to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 60 days’ written notice to the Fund. The Underwriting Agreement will automatically terminate in the event of its assignment.
12b-1 Plans
The Trust, on behalf of the Funds, has adopted Distribution and Shareholder Servicing Plans pursuant to Rule 12b-1 under the 1940 Act (the “Plans”). Rule 12b-1 provides that any payments made by a Fund in connection with
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the distribution of its shares may be made only pursuant to a written plan describing all material aspects of the proposed financing of the distribution, and also requires that all agreements with any person relating to the implementation of a plan must be in writing. Under each Fund’s Plan related to the Class A Shares, the Funds incur an annual fee of up to 0.50% of the average daily net assets of the respective Fund’s Class A Shares (the “Class A 12b-1 Fee”). Class A Shares of the Funds are currently incurring an annual fee of up to 0.25% of its average daily net assets. If authorized by the Board of Trustees and upon notice to shareholders, the Funds may increase the percentage paid under the Plan up to the Class A 12b-1 Fee amount. Under each Fund’s Plan related to the Class C Shares, the Funds incur an annual fee of up to 1.00% of the average daily net assets of the respective Fund’s Class C Shares (the “Class C 12b-1 Fee”) (the Class A 12b-1 Fee, Class C 12b-1 Fee and Class C-1 12b-1 Fee (as defined below) are collectively referred to as the “12b-1 Fees”). Under the Millburn Hedge Strategy Fund’s Plan related to the Class C-1 Shares, the Millburn Hedge Strategy Fund incurs an annual fee of up to 1.00% of the average daily net assets of the Millburn Hedge Strategy Fund’s Class C-1 Shares (the “Class C-1 12b 1 Fee”).
Each 12b-1 Fee may be used to pay a fee on a quarterly basis to broker-dealers, including the Distributor and affiliates of the Distributor, the Advisor, banks and savings and loan institutions and their affiliates, and associated broker-dealers that have entered into Service Agreements with the Distributor (“Service Organizations”) of annual amounts of up to 0.25% of the average NAV of all shares of the respective Fund owned by shareholders with whom the Service Organization has a servicing relationship. The 12b-1 Fees may also be used to reimburse parties for shareholder services and distribution-related expenses.
Each Fund’s Plan continues in effect from year to year, provided that each such continuance is approved at least annually by a vote of the Board, including a majority of the Trustees who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of the Plan or in any agreements entered into in connection with the Plan (the “Qualified Trustees”). Each Fund’s Plan may be terminated at any time, without penalty, by vote of a majority of the Qualified Trustees of a Fund, or by vote of a majority of the outstanding shares of the Fund. Any amendment to a Plan to increase materially the amount the Fund is authorized to pay thereunder would require approval by a majority of the outstanding shares of the respective Fund. Other material amendments to a Fund’s Plan would be required to be approved by vote of the Board, including a majority of the Qualified Trustees. The Distributor may, at its own discretion, waive a portion of its fees from time to time, although such waiver is not required.
Dealers who are holders or dealers of record for accounts in one or more of the Funds may receive payments from 12b-1 Fees. A dealer’s marketing support services may include business planning assistance, educating dealer personnel about the Funds and shareholder financial planning needs, placement on the dealer’s preferred or recommended fund list, and access to sales meetings, sales representatives and management representatives of the dealer. Dealers are compensated differently depending upon, among other factors, the level and/or type of marketing support provided by the dealer. From time to time, the Advisor or a Sub-Advisor, at its expense, may provide additional compensation to dealers that sell or arrange for the sale of shares of a Fund. Such compensation provided by the Advisor or a Sub-Advisor may include financial assistance to dealers that enable the Advisor or a Sub-Advisor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, and client and investor events as well as other dealer-sponsored events. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. The Advisor or Sub-Advisor makes payments for events they deem appropriate, subject to applicable law. These payments may vary depending upon the nature of the event.
The table below states the amounts paid by each Fund’s Class A, Class C and Class C-1 shares under the distribution plan for the fiscal year ended June 30, 2026.
| Fund | Class A Shares |
Class C Shares |
Class C-1 Shares | |||
| Systematic Alpha Fund | $51,835 | $66,545 | - | |||
| Systematic High Income Fund | $28,420 | $49,285 | - | |||
| Buffered Shield Fund | $12,396 | $25,482 | - | |||
| Millburn Hedge Strategy Fund | $1,465,483 | $3,739,008 | $488,819 | |||
| Nasdaq-100 Hedged Income Fund | $1,001 | $15,906 | - | |||
| Aspect Enhanced Multi-Asset Fund | $1,440 | $11 | - |
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The table below states the principal types of activities for which each Fund made payments under the distribution plan for the fiscal year ended June 30, 2026.
| Fund | Advertising | Printing & Mailing of Prospectuses |
Compensation to Underwriters |
Compensation |
Compensation to Sales Personnel |
Interest, Carrying or other Financial Charges |
Other-Marketing |
Other-Accrued |
|
Systematic Alpha Fund Class A |
- | - | - | $59,104 | - | - | $833 | $(8,102) |
| Class C | - | - | - | $80,468 | - | - | - | $(13,923) |
|
Systematic High Income Fund Class A |
- | - | - | $27,438 | - | - | $268 | $713 |
| Class C | - | - | - | $55,626 | - | - | - | $(6,341) |
|
Buffered Shield Fund Class A |
$11,147 | - | - | $96 | $1,153 | |||
| Class C | $27,504 | - | - | - | $(2,022) | |||
|
Millburn Hedge Strategy Fund Class A |
- | - | - | 1,409,786 | - | - | $44,611 | $11,087 |
| Class C | - | - | - | $3,772,525 | - | - | - | $(33,517) |
| Class C-1 | $402,132 | - | $425,000 | $(338,313) | ||||
|
Nasdaq-100 Hedged Income Fund Class A |
- | - | - | $960 | - | - | $78 | $(37) |
| Class C | - | - | - | $16,433 | - | - | - | $(527) |
|
Aspect Enhanced Multi-Asset Fund Class A |
$2,780 | $160 | $(1,500) | |||||
| Class C | $21 | - | $(10) |
Distribution Agent. Alt Fund Distributors LLC (“Distribution Agent”), located at 140 East 45th Street, Suite 19B, New York, NY 10017, an affiliate of the Advisor, provides marketing and other services intended to result in the sale of Fund shares pursuant to the Wholesale and Distribution Agent Agreement between the Trust, Advisor, Distributor and Distribution Agent. For such services, Distribution Agent is entitled to receive 0.005% on the sale of Fund shares from the Advisor, a portion of which may be offset by dealer reallowances and 12b-1 fees. For the fiscal year ended June 30, 2026, the Distribution Agent received the amounts set forth below:
| Net Underwriting Discounts and Commissions | ||
| Systematic Alpha Fund | $16,765 | |
| Systematic High Income Fund | $39 | |
| Buffered Shield Fund | $2,755 | |
| Millburn Hedge Strategy Fund | $292,995 | |
| Nasdaq-100 Hedged Income Fund | $35 | |
| Aspect Enhanced Multi-Asset Fund | $1,305 |
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ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES
The Funds may directly enter into agreements with “financial intermediaries” pursuant to which a Fund will pay the financial intermediary for services such as networking or sub-transfer agency services, including the maintenance of “street name” or omnibus accounts and related sub-accounting, record-keeping, and administrative services provided to such accounts. Payments made pursuant to such agreements are generally based on either: (1) a percentage of the average daily net assets of clients serviced by such financial intermediary, or (2) the number of accounts serviced by such financial intermediary. Any payments made pursuant to such agreements are in addition to, rather than in lieu of, Rule 12b-1 or shareholder service fees the financial intermediary may also be receiving. From time to time, the Advisor or its affiliates may pay a portion of the fees for networking or sub-transfer agency services at its or their own expense and out of its or their legitimate profits. These payments may be material to financial intermediaries relative to other compensation paid by the Funds and/or the Underwriter, the Advisor and their affiliates. The payments described above may differ and may vary from amounts paid to the Fund’s transfer agent or other service providers for providing similar services to other accounts. The financial intermediaries are not audited by the Funds, the Advisor or their service providers to determine whether such intermediaries are providing the services for which they are receiving such payments.
The Advisor or affiliates of the Advisor may also, at their own expense and out of their own legitimate profits, provide additional cash payments to financial intermediaries who sell shares of the Funds. These additional cash payments are payments over and above sales commissions or reallowances, distribution fees or servicing fees (including networking, administration, and sub-transfer agency fees) payable to a financial intermediary which are disclosed elsewhere in the prospectus or this SAI. These additional cash payments are generally made to financial intermediaries that provide sub-accounting, sub-transfer agency, shareholder or administrative services or marketing support. Marketing support may include: (i) access to sales meetings or conferences, sales representatives, and financial intermediary management representatives; (ii) inclusion of the Funds on a sales list, including a preferred or select sales list, or other sales programs to which financial intermediaries provide more marketing support than to other sales programs on which the Advisor or its affiliates may not need to make additional cash payments to be included; (iii) promotion of the sale of the Funds’ shares in communications with a financial intermediary’s customers, sales representatives or management representatives; and/or (iv) other specified services intended to assist in the distribution and marketing of the Funds’ shares. These additional cash payments also may be made as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders. The Advisor and its affiliates may also pay cash compensation in the form of finders’ fees or referral fees that vary depending on the dollar amount of shares sold.
The amount and value of additional cash payments vary for each financial intermediary. The availability of these additional cash payments, the varying fee structure within a particular additional cash payment arrangement, and the basis for, and manner in which, a financial intermediary compensates its sales representatives may create a financial incentive for a particular financial intermediary and its sales representatives to recommend the Funds’ shares over the shares of other mutual funds based, at least in part, on the level of compensation paid. A financial intermediary and its sales representatives may have similar financial incentives to recommend a particular class of the Funds’ shares over other classes of the Funds’ shares. You should consult with your financial advisor and review carefully any disclosure by the financial firm as to compensation received by your financial advisor.
Although the Funds may use financial firms that sell its shares to effect portfolio transactions for the Funds, the Funds and the Advisor will not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.
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SECURITIES LENDING TRANSACTIONS
The dollar amounts of income and fees and compensation paid to all service providers related to the Nasdaq-100 Hedged Income Fund’s securities lending activities during the most recent fiscal year were as follows:
| Gross income from securities lending activities (including income from cash collateral reinvestment) |
92,718.73 |
| Fees and/or compensation for securities lending activities and related services | - |
| Fees paid to securities lending agent from a revenue split | (892.50) |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | (688.51) |
| Administrative fees not included in revenue split | - |
| Indemnification fees not included in revenue split | - |
| Rebate (paid to borrower) | (87,567.78) |
| Other fees not included in revenue split | - |
| Aggregate fees/compensation for securities lending activities | (89,148.79) |
| Net income from securities lending activities | 3,569.94 |
The Systematic Alpha Fund, the Systematic High Income Fund, the Buffered Shield Fund, the Millburn Hedge Strategy Fund, and the Aspect Enhanced Multi-Asset Fund did not engage in securities lending activities during the fiscal year ended June 30, 2026.
PROXY VOTING POLICY
The Board has delegated responsibilities for decisions regarding proxy voting for securities held by the Funds to the Advisor or Sub-Advisor, as follows:
| Fund | Responsible Party |
| Systematic Alpha Fund | Catalyst |
| Systematic High Income Fund | Catalyst |
| Buffered Shield Fund | Exceed |
| Millburn Hedge Strategy Fund | Millburn |
| Nasdaq-100 Hedged Income Fund | Equity Armor |
| Aspect Enhanced Multi-Asset Fund | Aspect |
The proxy voting delegates may further delegate such proxy voting to a Sub-Advisor or a third-party proxy voting service provider. The proxy voting delegates will vote such proxies in accordance with their proxy policies and procedures. In some instances, the proxy voting delegates may be asked to cast a proxy vote that presents a conflict between its interests and the interests of a Fund’s shareholders. In such a case, the Trust’s policy requires that the proxy voting delegate abstain from making a voting decision and forward all necessary proxy voting materials to the Trust to enable the Board to make
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a voting decision. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to the security in question or the matter to be voted upon shall be permitted to participate in the decision of how the Fund’s vote will be cast. Each proxy voting delegate has developed a detailed proxy voting policy that has been approved by the Board. A copy of the proxy voting policies are attached hereto as Appendix B through Appendix F.
Information on how the Funds voted proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-447-4228 or on the SEC’s Internet site at www.sec.gov. In addition, a copy of the Funds’ proxy voting policies and procedures is also available by calling 1-866-447-4228 and will be sent within three business days of receipt of a request.
PORTFOLIO TURNOVER
Turnover rates are primarily a function of the Funds’ response to market conditions. The portfolio turnover rate of the Funds for the last two fiscal years ended June 30 were as follows:
| Fund | Fiscal Year Ended June 30, 2025 |
Fiscal Year Ended June 30, 2026 |
| Systematic Alpha Fund | 20% | 50% |
| Systematic High Income Fund | 0% | 207%* |
| Buffered Shield Fund | 0% | 0% |
| Millburn Hedge Strategy Fund | 19% | 11% |
| Nasdaq-100 Hedged Income Fund | 31% | 45% |
| Aspect Enhanced Multi-Asset Fund | 31% | 28% |
| * | The increase in the Systematic High Income Fund’s portfolio turnover rate from 0% in the 2025 fiscal year to 207% in the 2026 fiscal year was the result of the change in the Fund’s investment strategy effective November 1, 2025. |
PORTFOLIO TRANSACTIONS
Purchases and sales of securities on a securities exchange are effected by brokers, and the Funds pay a brokerage commission for this service. In transactions on stock exchanges, these commissions are negotiated. In the over-the-counter market, securities (e.g., debt securities) are normally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although the price of the securities usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount.
The primary consideration in placing portfolio security transactions with broker-dealers for execution is to obtain and maintain the availability of execution at the most favorable prices and in the most effective manner possible. The Advisor and Sub-Advisors attempt to achieve this result by selecting broker-dealers to execute portfolio transactions on behalf of each Fund on the basis of the broker-dealers’ professional capability, the value and quality of their brokerage services and the level of their brokerage commissions.
Although commissions paid on every transaction will, in the judgment of the Advisor or Sub-Advisors, be reasonable in relation to the value of the brokerage services provided, under each Advisory Agreement and each Sub-Advisory Agreement, as permitted by Section 28(e) of the Securities Exchange Act of 1934, the Advisor or Sub-Advisor may cause a Fund to pay a commission to broker-dealers who provide brokerage and research services to the Advisor or Sub-Advisor for effecting a securities transaction for a Fund. Such commission may exceed the amount other broker-dealers would have charged for the transaction, if the Advisor or Sub-Advisor determines in good faith that the greater commission is reasonable relative to the value of the brokerage and the research and investment information services provided by the executing broker-dealer viewed in terms of either a particular transaction or the Advisor’s or Sub-Advisor’s
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overall responsibilities to the Funds and to their other clients. Such research and investment information services may include advice as to the value of securities, the advisability of investing in, purchasing or selling securities, the availability of securities or of purchasers or sellers of securities, furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto, such as clearance and settlement.
Research provided by brokers may be used for the benefit of all of the clients of the Advisor or Sub-Advisor and not solely or necessarily for the benefit of the Funds. The Advisor’s or Sub-Advisor’s investment management personnel attempt to evaluate the quality of research provided by brokers. Results of this effort are sometimes used by the Advisor or Sub-Sdvisor as a consideration in the selection of brokers to execute portfolio transactions.
The investment advisory fees that the Funds pay to the Advisor or Sub-Advisor will not be reduced as a consequence of the Advisor’s or Sub-Advisor’s receipt of brokerage and research services. To the extent a Fund’s portfolio transactions are used to obtain such services, the brokerage commissions paid by the Fund will exceed those that might otherwise be paid by an amount which cannot be presently determined. Such services would be useful and of value to the Advisor or Sub-Advisor in serving both the Funds and other clients and, conversely, such services obtained by the placement of brokerage business of other clients would be useful to the Advisor or Sub-Advisor in carrying out its obligations to the Funds.
Certain investments may be appropriate for the Funds and also for other clients advised by the Advisor or Sub-Advisor. Investment decisions for the Funds and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment, and the size of their investments generally. Occasionally, a particular security may be bought or sold for one or more clients in different amounts. In such event, and to the extent permitted by applicable law and regulations, such transactions with respect to the Advisor or Sub-Advisor, will be allocated among the clients in a manner believed to be equitable to each. Ordinarily, such allocation will be made on the basis of the weighted average price of such transactions effected during a trading day.
Each Fund has no obligation to deal with any broker or dealer in the execution of its transactions. However, each Fund may place a significant portion of its transactions with affiliates of the Advisor. As the level of option writing or stock trading increases, the level of commissions paid by each Fund to the affiliates increases. Such transactions will be executed at competitive commission rates through the affiliated broker’s clearing broker. Because the affiliates receive compensation based on the amount of transactions completed, there could be an incentive on the part of the Advisor to effect as many transactions as possible, thereby maximizing the commissions and premiums it receives. In connection with the execution of transactions, subject to its policy of best execution, a Fund may pay higher brokerage commissions to the affiliate than it might pay to unaffiliated broker-dealers.
In order for the affiliated broker to effect any portfolio transactions for the Funds on an exchange, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliated broker to receive no more than the remuneration that would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction.
Under the 1940 Act, persons affiliated with the Advisor, the Distributor or an affiliate of the Advisor or Distributor may be prohibited from dealing with the Funds as a principal in the purchase and sale of securities.
The Advisory Agreement and each Sub-Advisory Agreement provides that affiliates of the Advisor or Sub-Advisors may receive brokerage commissions in connection with effecting such transactions for the Funds. In determining the commissions to be paid to an affiliated broker, it is the policy of the Trust that such commissions will, in the judgment of the Board, be (a) at least as favorable to a Fund as those which would be charged by other qualified brokers having comparable execution capability, and (b) at least as favorable to a Fund as commissions contemporaneously charged by the affiliated broker on comparable transactions for its most favored unaffiliated customers, except for customers of the affiliated broker considered by a majority of the Trust’s Independent Trustees not to be comparable to the Fund. The Independent Trustees from time to time review, among other things, information relating to the commissions charged by an affiliated broker to a Fund and its other customers, and rates and other information concerning the commissions charged by other qualified brokers.
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The Advisory Agreement, the Distribution Agreement, and the Sub-Advisory Agreements do not provide for a reduction of the Distributor’s or Advisor’s fee by the amount of any profits earned by an affiliated broker from brokerage commissions generated from portfolio transactions of the Funds. While other brokerage business may be given from time to time to other firms, the affiliated brokers will not receive reciprocal brokerage business as a result of the brokerage business placed by the Funds with others.
A Fund will not acquire portfolio securities issued by, or enter into repurchase agreements or reverse repurchase agreements with, the Advisor, Sub-Advisors, the Distributor or their respective affiliates.
The Funds paid the following amounts in commissions on the purchase and sale of securities for fiscal years ended June 30. No commissions were paid to the Distributor or any affiliate of the Advisor, a Sub-Advisor, or the Distributor.
| Fund | Fiscal Year Ended June 30, 2026 |
Fiscal Year Ended June 30, |
Fiscal Year Ended June 30, 2024 |
| Systematic Alpha Fund | - | - | - |
| Systematic High Income Fund | $317,218* | $1,117,540 | $1,489,749 |
| Buffered Shield Fund | $1,010 | $1,905 | $8,865 |
| Millburn Hedge Strategy Fund | $15,187,886 | $14,452,994 | $14,508,375 |
| Nasdaq-100 Hedged Income Fund | $67,860 | $78,016 | $83,855 |
| Aspect Enhanced Multi-Asset Fund* | $39,500 | $29,394 | $13,682 |
| * | The decrease in the Systematic High Income Fund’s commissions from $1,117,540 in the 2025 fiscal year to $317,218 in the 2026 fiscal year was the result of the change in the Fund’s investment strategy effective November 1, 2025, which resulted in the Fund trading securities that incur lower commission costs. |
Purchase and Redemption of Shares
Fund shares may be purchased from investment dealers who have sales agreements with a Fund’s Distributor or from the Distributor directly. As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences by offering Class A shares as described below.
Class A Shares
You may purchase Class A shares at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase, as set forth in the Prospectus.
Shares may be purchased at the public offering price through any securities dealer having a sales agreement with the Distributor. Shares may also be purchased through banks and certain other financial institutions that have agency agreements with the Distributor. These financial institutions will receive transaction fees that are the same as the commissions to dealers and may charge their customers service fees relating to investments in a Fund. Purchase requests should be addressed to the dealer or agent from which the Prospectus was received which has a sales agreement with the Distributor. Such dealer or agent may place a telephone order with the Distributor for the purchase of Fund shares. It is a dealer’s or broker’s responsibility to promptly forward payment and registration instructions (or completed applications) to the Transfer Agent for shares being purchased in order for investors to receive the next determined net asset value (or public offering price). Reference should be made to the wire order to ensure proper settlement of the trade. Payment for redemptions of shares purchased by telephone should be processed within three business days. Payment must be received within seven days of the order or the trade may be canceled, and the dealer or broker placing the trade will be liable for any losses.
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Class C-1 Shares
You may purchase Class C-1 shares at a public offering price equal to the applicable net asset value per share as set forth in the Prospectus.
Shares may be purchased at the public offering price through any securities dealer having a sales agreement with the Distributor. Shares may also be purchased through banks and certain other financial institutions that have agency agreements with the Distributor. These financial institutions will receive transaction fees that are the same as the commissions to dealers and may charge their customers service fees relating to investments in the Fund. Purchase requests should be addressed to the dealer or agent from which the Prospectus was received which has a sales agreement with the Distributor. Such dealer or agent may place a telephone order with the Distributor for the purchase of Fund shares. It is a dealer’s or broker’s responsibility to promptly forward payment and registration instructions (or completed applications) to the Transfer Agent for shares being purchased in order for investors to receive the next determined net asset value (or public offering price). Reference should be made to the wire order to ensure proper settlement of the trade. Payment for redemptions of shares purchased by telephone should be processed within three business days. Payment must be received within seven days of the order or the trade may be canceled, and the dealer or broker placing the trade will be liable for any losses.
18f-1 Election
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is obligated during any 90-day period to redeem shares for any one shareholder of record solely in cash up to the lesser of $250,000 or 1% of the NAV of a Fund at the beginning of such period. The Trust has made this election to permit certain funds of the Trust to deliver, in lieu of cash, readily marketable securities from its portfolio should a redemption exceed such limitations. The securities delivered will be selected at the sole discretion of such Fund, will not necessarily be representative of the entire portfolio, and may be securities which a Fund would otherwise sell. The redeeming shareholder will usually incur brokerage costs in converting the securities to cash. The method of valuing securities used to make the redemptions in kind will be the same as the method of valuing portfolio securities, and such valuation will be made as of the same time the redemption price is determined. However, the Board has determined that, until otherwise approved by the Board, all redemptions in the Funds be made in cash only. If the Board determines to allow the Funds to redeem in kind in the future, the Funds will provide shareholders with notice of such change to the redemption policy.
Reduction of Up-Front Sales Charge on Class A Shares
Letters of Intent
An investor may qualify for a reduced sales charge on Class A shares immediately by stating his or her intention to invest in Class A shares of one or more of the Funds, during a 13-month period, an aggregate amount that would qualify for a reduced sales charge, as shown in the Funds’ Prospectus under “How to Buy Shares, — Class A Shares” and by signing a non-binding Letter of Intent, which may be signed at any time within 90 days after the first investment to be included under the Letter of Intent. After signing the Letter of Intent, each investment in Class A shares made by an investor will be entitled to the sales charge applicable to the total investment indicated in the Letter of Intent. If an investor does not complete the purchases under the Letter of Intent within the 13-month period, the sales charge will be adjusted upward, corresponding to the amount actually purchased. When an investor signs a Letter of Intent, Class A shares of a Fund with a value of up to 5% of the amount specified in the Letter of Intent will be restricted. If the total purchases of Class A shares made by an investor under the Letter of Intent, less redemptions, prior to the expiration of the 13-month period equals or exceeds the amount specified in the Letter of Intent, the restriction on the shares will be removed. In addition, if the total purchases of Class A shares exceed the amount specified and qualify for a further quantity discount, the distributor will make a retroactive price adjustment and will apply the adjustment to purchase additional Class A shares at the then current applicable offering price. If an investor does not complete purchases under a Letter of Intent, the sales charge is adjusted upward and, if after written notice to the investor, he or she does not pay the increased sales charge, sufficient Class A restricted shares will be redeemed at the current net asset value to pay such charge.
Rights of Accumulation
A right of accumulation (“ROA”) permits an investor to aggregate shares (of any class) owned by the investor, his spouse, children and grandchildren under 21 (collectively, the “Investor”) in some or all of the Funds to reach a
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breakpoint discount. This includes accounts held with other financial institutions and accounts established for a single trust estate or single fiduciary account, including a qualified retirement plan such as an IRA, 401(k) or 403(b) plan (some restrictions may apply). The value of shares eligible for a cumulative quantity discount equals the cumulative cost of the shares purchased (not including reinvested dividends) or the current account market value, whichever is greater. The current market value of the shares is determined by multiplying the number of shares by the previous day’s NAV.
For example, if an investor owned Class C shares of the Buffered Shield Fund worth $40,000 at the current NAV and purchased an additional $10,000 of Class A shares of the Systematic Alpha Fund, the sales charge for the $10,000 purchase would be at the rate applicable to a single $50,000 purchase.
To qualify for a ROA on a purchase of Class A shares through a broker-dealer, when each purchase is made, the individual investor or the broker-dealer must provide the respective Fund with sufficient information to verify that the purchase qualifies for the discount.
Investments of $1 Million or More
For each Fund, with respect to Class A shares, if you invest $1 million or more, either as a lump sum or through our rights of accumulation quantity discount or letter of intent programs, you can buy Class A shares without an initial sales charge. However, you may be subject to a 1% CDSC on shares redeemed within two years of purchase (excluding shares purchased with reinvested dividends and/or distributions).
Waivers of Up-Front Sales Charge on Class A Shares
The Prospectus describes the classes of persons that may purchase shares without an up-front sales charge. The elimination of the up-front sales charge for purchases by certain classes of persons is provided because of anticipated economies of scale and sales related efforts.
To qualify for a waiver of the up-front sales charge on a purchase of Class A shares through a broker-dealer, when each purchase is made, the individual investor or the broker-dealer must provide the respective Fund with sufficient information to verify that the purchase qualifies for the discount.
The Funds make available, free of charge, more information about sales charge reductions and waivers through the prospectus.
Exchange Privilege
As described in the Funds’ Prospectus under “How To Buy Shares—Exchange Privilege,” each Fund offers an exchange privilege pursuant to which a shareholder in a Fund may exchange some or all of his shares in any of the Funds in the Trust, for the same class of another fund in the Catalyst Family of Funds, at net asset value, provided the account registration information for the other fund is the same. The exchange privilege may be changed or discontinued upon 60 days’ written notice to shareholders and is available only to shareholders where such exchanges may be legally made. A shareholder considering an exchange should obtain and read the prospectus of the funds and consider the differences between it and the Fund before making an exchange. For further information on how to exercise the exchange privilege, contact the Transfer Agent.
WAIVERS OF DEFERRED SALES CHARGE ON CLASS C-1 SHARES
Certain intermediaries may provide for waivers with respect to the CDSC assessed on certain sales of Class C-1 shares, which are described in Appendix A to the Fund’s Prospectus, entitled “Intermediary-Specific Sales Charge Reductions and Waivers.” Class C-1 Shares are sold without an initial front-end sales charge, but a deferred sales charge of 1.00% applies if Class C-1 Shares are sold within 12 months of purchase. The deferred sales charge on Class C-1 Shares may be waived for:
| ● | Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 70 1/2; |
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| ● | Redemptions by certain eligible 401(a) and 401(k) plans and certain retirement plan rollovers; |
| ● | Redemptions where your dealer of record notifies the Distributor, prior to the time of investment, that the dealer waives the 1.00% advance payment otherwise payable to such dealer; |
| ● | Withdrawals resulting from shareholder death or disability, provided that the redemption is requested within one year of death or disability; and |
| ● | Withdrawals through the Systematic Withdrawal Plan. |
SALES CHARGE WAIVERS AND REDUCTIONS AVAILABLE THROUGH CERTAIN FINANCIAL INTERMEDIARIES
The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Funds or through a financial intermediary. Intermediaries may impose different sales charges other than those listed below for Class A shares and may have different policies and procedures regarding the availability of sales load and waivers or reductions. Such intermediary-specific sales charge variations are described in Appendix A to the Prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers.” Appendix A is incorporated by reference into (or legally considered part of) the Prospectus. The deferred sales charge on Class C-1 Shares may be waived for certain post-retirement withdrawals from an IRA or other retirement plan if you are over 70 1/2.
In all instances, it is the shareholder’s responsibility to notify the Funds or the shareholder’s financial intermediary at the time of purchase of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers. For reductions and waivers not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive these reductions or waivers.
NET ASSET VALUE
For each Fund, NAV per share is determined by dividing the total value of that Fund’s assets, less any liabilities, by the number of shares of that Fund outstanding.
The net asset value per share of each Fund is determined by the Administrator as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern Time) on each day when the New York Stock Exchange is open for trading. The New York Stock Exchange is closed on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, as observed.
Assets for which market quotations are available are valued by independent pricing services, as follows.
| ● | Exchange-traded domestic equity securities are generally valued at the last sales price on a national securities exchange (except the NASDAQ Stock Market). Domestic equity securities traded on the NASDAQ Stock Market are generally valued at the NASDAQ Official Closing Price (NOCP) on the date of valuation. Domestic equity securities that are not traded on an exchange are generally valued at the last sales price. Exchange-traded foreign equity securities are generally valued, in the appropriate currency, at the last quoted sales price on the relevant exchange. Foreign equity securities that are not exchange-traded are generally valued, in the appropriate currency, at the last sales price. Rights and warrants are valued at the last sales price on a national securities exchange. |
| ● | Debt securities, including foreign debt securities, are valued by an approved independent pricing service. Debt securities with remaining maturities of 60 days or less may be valued at amortized cost, unless it is determined that amortized cost does not represent fair value (e.g., securities that are not expected to mature at par). Debt |
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securities with remaining maturities of 60 days or less that are not valued based on amortized cost are valued based on prices provided by approved independent pricing services.
| ● | Shares of ETFs and closed-end registered investment companies are valued in the same manner as other equity securities. Mutual funds are valued at their net asset values. |
| ● | Foreign currencies are valued at the last quoted foreign exchange London close quotation from an approved independent pricing service. The value of assets and liabilities denominated in currencies other than the U.S. dollar are translated into their U.S. dollar equivalent values at such last foreign exchange quotation. |
| ● | Exchange-listed swaps and total return swaps on exchange-listed securities are generally valued at the last quoted sales price. Other swaps are valued by an approved independent pricing service. If no valuation is available from an approved independent pricing service, then such swaps are valued at the price received from the broker-dealer/counterparty that issued the swap. |
| ● | Exchange-traded options are generally valued at the closing price or last sale price on the primary exchange for that option as recorded by an approved independent pricing service. Exchange-traded options that are part of a straddle are valued at the mean price provided by an approved independent pricing service. Over-the-counter index options and other derivative contracts (other than swaps as set forth above) on securities, currencies and other financial instruments are generally valued at mean prices provided by an approved independent pricing service. In the absence of such a value, such derivatives contracts are valued at the marked-to-market price (or the evaluated price if a marked-to-market price is not available) provided by the broker-dealer with which the option was traded (which may also be the counterparty). |
| ● | Futures contracts are valued at their settlement price on the exchange on which they are traded. If settlement price is not available, the contracts are priced at the last trade price prior to the close. If the settlement price or last trade price is not available, then such futures contracts are valued at the mean of the quoted bid and asked prices on such exchange. |
| ● | Foreign currency forward contracts are valued by an approved independent pricing service at the current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate and the prevailing forward rates, and converted to U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of the close of regular trading on the London Stock Exchange (usually 11:00 a.m. Eastern Time). |
When approved by the Board, certain securities may be valued on the basis of valuations provided by an independent pricing service when such prices the Board believes reflect the fair value of such securities. Securities that are fair valued by the Board’s valuation designee are normally those which have no available recent market value, have few outstanding shares and therefore infrequent trades, or for which there is a lack of consensus on the value, with quoted prices covering a wide range. The lack of consensus would result from relatively unusual circumstances, such as no trading in the security for long periods of time or a company’s involvement in merger or acquisition activity, with widely varying valuations placed on the company’s assets or stock. Prices provided by an independent pricing service may be determined without exclusive reliance on quoted prices and may take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
In the absence of an ascertainable market value, assets are valued at their fair value as determined by the valuation designee using methods and procedures reviewed and approved by the Board.
TAX INFORMATION
Each Fund intends to continue to qualify as a regulated investment company, or “RIC,” under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes. If for any taxable year the Fund does not qualify for the special tax treatment afforded to regulated investment companies, all of its taxable income will be subject to federal tax at regular corporate rates (without any deduction for distributions to its shareholders). In such event, dividend distributions would be taxable to shareholders to the extent of the Fund’s earnings and profits, and would be eligible for the dividends-received deduction for corporations.
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Each Fund’s 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 now be carried forward indefinitely and retain the character of the original loss. Capital loss carryforwards are available to offset future realized capital gains. To the extent that these carryforwards are used to offset future capital gains, it is probable that the amount offset will not be distributed to shareholders.
As of June 30, 2026, the Funds below had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:
| Non-Expiring Short-Term |
Non-Expiring Long-Term |
Total | CLCF Utilized | |
| Systematic Alpha Fund | - | - | - | - |
| Systematic High Income Fund | $396,092,735 | $600,257,393 | $996,350,128 | - |
| Buffered Shield Fund | $4,332,523 | $3,479,837 | $7,812,360 | $1,491,208 |
| Millburn Hedge Strategy Fund | - | - | - | $18,231,656 |
| Nasdaq-100 Hedged Income Fund | - | - | - | - |
| Aspect Enhanced Multi-Asset Fund | - | - | - | $652,881 |
Certain U.S. shareholders, including individuals and estates and trusts, are 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.
INVESTMENTS IN FOREIGN SECURITIES
The Funds may be subject to foreign withholding taxes on income from certain foreign securities. This, in turn, could reduce the Fund’s income dividends paid to you.
Pass-Through of Foreign Tax Credits. A Fund may be subject to certain taxes imposed by the countries in which it invests or operates. If a Fund qualifies as a regulated investment company, and if more than 50% of the value of the Fund’s total assets at the close of any taxable year consists of stocks or securities of foreign corporations, that Fund may elect, for U.S. federal income tax purposes, to treat any foreign taxes paid by the Fund that qualify as income or similar taxes under U.S. income tax principles as having been paid by the Fund’s shareholders. It is not likely that the Funds will be able to do so. For any year for which a Fund makes such an election, each shareholder will be required to include in its gross income an amount equal to its allocable share of such taxes paid by the Fund and the shareholders will be entitled, subject to certain limitations, to credit their portions of these amounts against their U.S. federal income tax liability, if any, or to deduct their portions from their U.S. taxable income, if any. No deduction for foreign taxes may be claimed by individuals who do not itemize deductions. In any year in which it elects to “pass through” foreign taxes to shareholders, the Fund will notify shareholders within 60 days after the close of the Fund’s taxable year of the amount of such taxes and the sources of its income. Furthermore, the amount of the foreign tax credit that is available may be limited to the extent that dividends from a foreign corporation qualify for the lower tax rate on “qualified dividend income.”
Effect of Foreign Debt Investments and Hedging on Distributions. Under the Code, gains or losses attributable to fluctuations in exchange rates, which occur between the time a Fund accrues receivables or liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options and futures contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary
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gain or loss. These gains, when distributed, are taxable to you as ordinary income, and any losses reduce the Fund’s ordinary income otherwise available for distribution to you. This treatment could increase or decrease the Fund’s ordinary income distributions to you, and may cause some or all of the Fund’s previously distributed income to be classified as a return of capital. A return of capital generally is not taxable to you, but reduces the tax basis of your shares in the Fund. Any return of capital in excess of your basis, however, is taxable as a capital gain.
PFIC securities. Each Fund may invest in securities of foreign entities that could be deemed for tax purposes to be passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross income is investment-type income. When investing in PFIC securities, each Fund may elect to mark-to-market a PFIC and recognize any gains at the end of its fiscal and excise (described above) tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Fund is required to distribute, even though it has not sold the securities. You should also be aware that distributions from a PFIC are generally not eligible for the reduced rate of tax on “qualified dividend income.” In the alternative, the Fund may elect to treat the PFIC as a “qualified electing fund” (a “QEF”), in which case the Fund would be required to include its share of the company’s income and net capital gains annually, regardless of whether it receives distributions from the company. The QEF and mark-to-market elections may require the Fund to sell securities it would have otherwise continued to hold in order to make distributions to shareholders to avoid any Fund-level tax. Income from investments in PFICs generally will not qualify for treatment as qualified dividend income.
BACKUP WITHHOLDING
The Funds may be required to withhold U.S. federal income tax at the fourth lowest tax rate applicable to unmarried individuals (currently 24%) of all reportable payments, including dividends, capital gain distributions and redemptions payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Corporate shareholders and certain other shareholders specified in the Code are generally exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.
Other Reporting and Withholding Requirements. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund. FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI, and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners, or (ii) if it does have such owners, reports information relating to them. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
FOREIGN SHAREHOLDERS
The United States imposes a withholding tax (at a 30% or lower treaty rate) on all Fund dividends of ordinary income. Capital gain dividends paid by a Fund from its net long-term capital gains and exempt-interest dividends are generally exempt from this withholding tax.
WHOLLY-OWNED SUBSIDIARY
(Systematic Alpha Fund, Millburn Hedge Strategy Fund and Aspect Enhanced Multi-Asset Fund)
Each Fund invests a portion of its assets in its respective Subsidiary, which is classified as a corporation for U.S. federal income tax purposes. A foreign corporation, such as the Subsidiary, will generally not be subject to U.S. federal income taxation, unless it is deemed to be engaged in a U.S. trade or business. The Subsidiary conducts its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Internal Revenue Code (the “Safe Harbor”) pursuant to which the Subsidiary, provided it is not a dealer in stocks, securities or commodities, may engage in
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the following activities without being deemed to be engaged in a U.S. trade or business: (1) trading in stocks or securities (including contracts or options to buy or sell securities) for its own account, and (2) trading, for its own account, in commodities that are “of a kind customarily dealt in on an organized commodity exchange” if the transaction is of a kind customarily consummated at such place. Thus, the Subsidiary’s securities and commodities trading activities should not constitute a U.S. trade or business. However, if certain of the Subsidiary’s activities were determined not to be of the type described in the Safe Harbor, or if the Subsidiary’s gains are attributable to investments in securities that constitute U.S. real property interests (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.
The Internal Revenue Service has issued a number of private letter rulings to other mutual funds (unrelated to the Funds), which indicate that certain income from a fund’s investment in a wholly-owned foreign subsidiary will constitute “qualifying income” for purposes of Subchapter M. However, the IRS no longer issues such letters. The Funds do not have a private letter ruling, but fully intend to comply with the IRS’ rules if the IRS were to change its position. To satisfy the 90% income requirement, the Subsidiary will, no less than annually, declare and distribute a dividend to the Portfolio, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of “Subpart F” income (as defined in Section 951 of the Code) generated, or expected to be generated, by the Subsidiary’s investments during the fiscal year. Such dividend distributions are “qualifying income” pursuant to Subchapter M (Section 851(b)) of the Code.
In general, a foreign corporation that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax. Income subject to such a flat tax includes dividends and certain interest income. The 30 percent tax does not apply to U.S. source capital gains (whether long-term or short-term) or to interest paid to a foreign corporation on its deposits with U.S. banks. The 30 percent tax also does not apply to interest which qualifies as “portfolio interest.” The term “portfolio interest” generally includes interest (including original issue discount) on an obligation in registered form which has been issued after July 18, 1984, and with respect to which the person, who would otherwise be required to deduct and withhold the 30 percent tax, received the required statement that the beneficial owner of the obligation is not a U.S. person within the meaning of the Internal Revenue Code. Under certain circumstances, interest on bearer obligations may also be considered portfolio interest.
Each Subsidiary is wholly-owned by the respective Fund. A U.S. person who owns (directly, indirectly or constructively) 10 percent or more of the total combined voting power of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Internal Revenue Code. A foreign corporation is a CFC if, on any day of its taxable year, more than 50 percent of the voting power or value of its stock is owned (directly, indirectly or constructively) by “U.S. Shareholders.” Because each Fund is a U.S. person that will own all of the stock of each Subsidiary, the Fund will be a “U.S. Shareholder” and the Subsidiary is a CFC. As a “U.S. Shareholder,” each Fund is required to include in gross income for United States federal income tax purposes all of the Subsidiary’s “subpart F income” (defined, in part, below), whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary’s income will be “subpart F income.” “Subpart F income” generally includes interest, original issue discount, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans, and net payments received with respect to equity swaps and similar derivatives. “Subpart F income” also includes the excess of gains over losses from transactions (including futures contracts, forward contracts, and similar transactions) in any commodities. Each Fund’s recognition of the Subsidiary’s “subpart F income” will increase the Fund’s tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund are tax-free to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce the Fund’s tax basis in the Subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income.
In general, each “U.S. Shareholder” is required to file IRS Form 5471 with its U.S. federal income tax (or information) returns providing information about its ownership of the CFC and the CFC. In addition, a “U.S. Shareholder” may, in certain circumstances, be required to report a disposition of shares in the Subsidiary by attaching IRS Form 5471 to its U.S. federal income tax (or information) return that it would normally file for the taxable year in which the disposition occurs. In general, these filing requirements will apply to investors of the Fund if the investor is a U.S. person who owns directly, indirectly or constructively (within the meaning of Sections 958(a) and (b) of the Internal Revenue Code) 10 percent or more of the total combined voting power of all classes of voting stock of a foreign corporation that is a CFC for an uninterrupted period of 30 days or more during any tax year of the foreign corporation, and who owned that stock on the last day of that year.
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FINANCIAL STATEMENTS
The financial statements of each Fund and the independent registered public accounting report for the fiscal year ended June 30, 2026 are incorporated herein by reference. You can obtain the Financial Statements without charge by calling the Funds at 1-866-447-4228.
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Appendix A—Description of Commercial Paper and Bond Ratings
Description of Moody’s Investors Service, Inc. (“Moody’s”), Short-Term Debt Ratings
Prime-1. Issuers (or supporting institutions) rated Prime-1 (“P-1”) have a superior ability for repayment of senior short-term debt obligations. P-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; well-established access to a range of financial markets and assured sources of alternate liquidity.
Prime-2. Issuers (or supporting institutions) rated Prime-2 (“P-2”) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
Description of Standard & Poor’s Ratings Group (“Standard & Poor’s”), Commercial Paper Ratings
A. Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety. A-1. This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+) sign designation. A-2. Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high for issues designated A-1.
Description of Moody’s Long-Term Debt Ratings
Aaa. Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin, and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues; Aa. Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds, because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities; A. Bonds which are rated A possess many favorable investment attributes and are considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future; Baa. Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well; Ba. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class; B. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small; Caa. Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest; Ca. Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings; C. Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Note: Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to B. The modifier 1 indicates that the company ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the company ranks in the lower end of its generic rating category.
Description of Standard & Poor’s Corporate Debt Ratings
AAA. Debt rated AAA has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong; AA. Debt Rated AA has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree; A. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories; BBB. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories; BB, B, CCC, CC, C. Debt Rated BB, B, CCC, CC, and C is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are out-weighed by large uncertainties or major risk exposures to
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adverse conditions; BB. Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure of adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating; B. Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating; CCC. Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating; CC. The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating; C. The rating C is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued; CI. The rating CI is reserved for income bonds on which no interest is being paid; D. Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.
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Appendix B
CATALYST CAPITAL ADVISORS LLC
PROXY VOTING POLICIES AND PROCEDURES
Pursuant to the recent adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisors Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment advisor to exercise voting authority with respect to client securities, unless (i) the advisor has adopted and implemented written policies and procedures that are reasonably designed to ensure that the advisor votes proxies in the best interests of its clients, (ii) the advisor describes its proxy voting procedures to its clients and provides copies on request, and (iii) the advisor discloses to clients how they may obtain information on how the advisor voted their proxies.
Day-to-day administration of proxy voting may be provided internally or by a third-party service provider, depending on client type, subject to the ultimate oversight of the Advisor. The Advisor shall supervise the relationships with its proxy voting services, ISS. ISS apprises the Advisor of shareholder meeting dates, and casts the actual proxy votes. ISS also provides research on proxy proposals and voting recommendations. ISS serves as the Advisor’s proxy voting record keepers and generate reports on how proxies were voted. The Advisor periodically reviews communications from ISS to determine whether ISS voted the correct amount of proxies, whether the votes were cast in a timely manner, and whether the vote was in accordance with the Policies or the Advisor’s specific instructions.
In order to fulfill its responsibilities under the Act, Rational Advisors, Inc. (hereinafter “we” or “our”) has adopted the following policies and procedures for proxy voting with regard to companies in investment portfolios of our clients.
KEY OBJECTIVES
The key objectives of these policies and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company’s board of directors. While “ordinary business matters” are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.
Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:
Accountability. Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.
Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.
Transparency. Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.
Climate Change:
Say on Climate (SoC) Management Proposals: Vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan, taking into account the completeness and rigor of the plan. Information that will be considered where available includes the following:
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| ● | The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards; |
| ● | Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3); |
| ● | The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant); |
| ● | Whether the company has sought and received third-party approval that its targets are science-based; |
| ● | Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050; |
| ● | Whether the company discloses a commitment to report on the implementation of its plan in subsequent years; |
| ● | Whether the company’s climate data has received third-party assurance; |
| ● | Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy; |
| ● | Whether there are specific industry decarbonization challenges; and |
| ● | The company’s related commitment, disclosure, and performance compared to its industry peers. |
Say on Climate (SoC) Shareholder Proposals: Vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan. taking into account information such as the following:
| ● | The completeness and rigor of the company’s climate-related disclosure; |
| ● | The company’s actual GHG emissions performance; |
| ● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and |
| ● | Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Climate Change/Greenhouse Gas (GHG) Emissions: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering:
| ● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; ■ |
| ● | The company’s level of disclosure compared to industry peers; and ■ |
| ● | Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
| ● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; ■ The company’s level of disclosure is comparable to that of industry peers; and ■ |
| ● | There are no significant, controversies, fines, penalties, or litigation associated with the company’s GHG emissions. |
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
| ● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
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| ● | Whether company disclosure lags behind industry peers; |
| ● | The company’s actual GHG emissions performance |
| ● | The company’s current GHG emission policies, oversight mechanisms, and related initiatives; and |
| ● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Energy Efficiency: Generally vote for proposals requesting that a company report on its energy efficiency policies, unless:
| ● | The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or |
| ● | The proponent requests adoption of specific energy efficiency goals within specific timelines. |
Renewable Energy: Generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business.
Generally vote against proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.
Generally vote against proposals that call for the adoption of renewable energy goals, taking into account:
| ● | The scope and structure of the proposal; |
| ● | The company’s current level of disclosure on renewable energy use and GHG emissions; and |
| ● | The company’s disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks. |
DECISION METHODS
No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular proxy proposal may impact the financial prospects of a company, and vote accordingly.
We believe that we invest in companies with strong management. Therefore we will tend to vote proxies consistent with management’s recommendations. However, we will vote contrary to management’s recommendations if we believe those recommendations are not consistent with increasing shareholder value.
SUMMARY OF PROXY VOTING GUIDELINES
Election of the Board of Directors
We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that turnover in board composition promotes independent board action, fresh approaches to governance, and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent independent directors.
The election of a company’s board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.
Approval of Independent Auditors
We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.
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We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.
Equity-based compensation plans
We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.
We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:
| 1. | Requiring senior executives to hold stock in a company. |
| 2. | Requiring stock acquired through option exercise to be held for a certain period of time. |
These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.
Corporate Structure
We view the exercise of shareholders’ rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.
Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a simple majority vote.
We will generally support the ability of shareholders to cumulate their votes for the election of directors.
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Appendix C
Millburn Ridgefield LLC
Securities Proxy Voting Policies and Procedures
I. TYPES OF ACCOUNTS FOR WHICH MILLBURN RIDGEFIELD LLC VOTES PROXIES
Millburn Ridgefield LLC (“Millburn”) in its capacity as general partner or investment adviser of its clients that hold securities directly (i.e., clients other than funds of funds or funds of managed accounts) votes proxies as follows: (i) for each client that has directly or impliedly authorized us to vote proxies in the investment management contract or otherwise; (ii) for each fund for which we act as adviser with the explicit or implied power to vote proxies; and (iii) for each ERISA account, if any, unless the plan document or investment advisory agreement specifically reserves the responsibility to vote proxies to the plan trustees. Generally, unless stated otherwise, if the voting of proxies is not specifically addressed in any such contract or agreement, if Millburn otherwise has investment discretion, then it is assumed that Millburn is responsible for the voting of proxies.
II. GENERAL GUIDELINES
These policies and procedures are adopted in conformity with Rule 206(4)-6 promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In voting proxies, Millburn is guided by general fiduciary principles. Millburn’s goal is to act prudently, solely in the best interest of the beneficial owners of the accounts for which it is voting, and, in the case of ERISA accounts, for the exclusive purpose of providing economic benefits to such persons. Millburn attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values except to the extent otherwise stated in this policy.
Millburn may deviate from the general policies and procedures outlined herein when it determines that the particular circumstances warrant such deviation and in order to serve the best interests of its clients. In such cases, such deviation and the reasoning therefor shall be documented by the responsible parties and a copy provided to Millburn’s Chief Compliance Officer. No guidelines can provide an exhaustive list of all issues that may arise nor can Millburn anticipate all future situations.
III. HOW MILLBURN VOTES
Please note that the examples below are provided to give a general indication as to how Millburn will vote on certain issues. However, these examples do not address all potential voting issues or the intricacies that may surround individual proxy votes, and for that reason, the actual proxy votes may differ from the guidelines presented herein.
It is Millburn’s general policy, absent a particular reason to the contrary, to vote with management’s recommendations on routine matters. For non-recurring extraordinary matters, Millburn votes on a case-by-case basis, generally following the suggestions for such matters detailed below. If there is a non-recurring extraordinary matter for which there is no suggestion detailed below, Millburn votes on a case-by-case basis in accordance with the General Guidelines set forth in Section II above.
IV. UNJUSTIFIABLE COSTS; QUANTITATIVE STRATEGIES
In certain situations, after doing a cost-benefit analysis, Millburn may abstain from voting where the cost of voting the client’s proxy would exceed the anticipated benefits to the client of the proxy proposal. Any such abstention and the reasons thereof shall be memorialized.
In accordance with the foregoing, Millburn’s quantitative approaches to trading assets typically are not based on fundamental analysis (which would be necessary in order to determine the appropriate voting decision) and typically do not result in holdings for lengthy periods of time. Indeed, a vote cast with respect to a particular security, will typically only be implemented at a time when the Millburn client no longer holds that security. Accordingly, it has been determined by Millburn that it will not vote positions held as a result of its quantitative strategies. In the event a particular account employing a quantitative strategy requires that an actual vote be cast, Millburn will cast an “abstain” vote in order to meet such requirements.
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V. CONFLICTS OF INTEREST
At times, conflicts may arise between the interests of a client or account, on the one hand, and the interests of Millburn or its affiliates, on the other hand. If Millburn determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, Millburn will address matters involving such conflicts of interest as follows:
| (1) | if a proposal is addressed by the specific policies herein, Millburn will vote in accordance with such policies. Any decision to vote a proxy other than in accordance with the specific policies herein will be brought to the attention of the Chief Compliance Officer and that proxy will become subject to the requirements of (3) or (4) below, as applicable; |
| (2) | if Millburn believes it is in the best interest of a client or account to depart from the specific policies provided for herein, Millburn will be subject to the requirements of (3) or (4) below, as applicable; |
| (3) | if the proxy proposal is (a) not addressed by the specific policies or (b) requires a case-by-case determination by Millburn, Millburn may vote such proxy as it determines to be in the best interest of the client or account, without taking any action described in (4) below, provided that such vote would be against Millburn’s own interest in the matter (i.e., against the perceived or actual conflict). Millburn will memorialize the rationale for such vote in writing; and |
| (4) | if the proxy proposal is (a) not addressed by the specific policies or (b) requires a case-by-case determination by Millburn, and Millburn believes it should vote in a way that may also benefit, or be perceived to benefit, its own interest, then Millburn must take one of the following actions in voting such proxy: |
| (i.) | seek an independent third party for review and recommendation with respect to such proxy proposal (such third party may be outside counsel or a compliance consultant); |
| (ii.) | delegate the voting decision to an independent committee of partners, members, directors or other representatives of the client or account, as applicable; or |
| (iii.) | inform the beneficial owners of the client or account of the conflict of interest and obtain consent to (majority consent in the case of a fund) vote the proxy as recommended by Millburn. The disclosure to the client will include sufficient detail regarding the matter to be voted on and the nature of the conflict that the client would be able to make an informed decision regarding the vote. If a client does not respond to such a conflict disclosure request or denies the request, Millburn may refrain from voting the securities held by that client’s account. |
VI. VOTING POLICY
These are policy guidelines that can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account with respect to which shares are being voted.
(1) Election of Directors
A. Voting on Director Nominees in Uncontested Elections.
We vote for director nominees.
B. Chairman and CEO is the Same Person.
We vote against shareholder proposals that would require the positions of Chairman and CEO to be held by different persons.
C. Majority of Independent Directors
1. We vote for shareholder proposals that request that the board be comprised of a majority of independent directors. In determining whether an independent director is truly independent (e.g., when voting on a slate of director candidates), we consider certain factors that may include, but are not necessarily limited to, the following: (i) whether the director or his/her company provided professional services to the company or its affiliates either currently or in the past year; (ii) whether the director has any transactional relationship with the company; (iii) whether the director is a significant customer or supplier of the company; (iv) whether the director is employed by a foundation or university that received grants or endowments from the company or its affiliates; and (v) whether there are interlocking directorships.
2. We vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.
D. Stock Ownership Requirements
We vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.
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E. Term of Office
We vote against shareholder proposals to limit the tenure of independent directors.
F. Director and Officer Indemnification and Liability Protection
1. Subject to subparagraphs 2, 3, and 4 below, we vote for proposals concerning director and officer indemnification and liability protection.
2. We vote for proposals to limit, and against proposals to eliminate entirely, director and officer liability for monetary damages for violating the duty of care.
3. We vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.
4. We vote for only those proposals that provide such expanded coverage noted in subparagraph 3 above in cases when a director’s or officer’s legal defense was unsuccessful if: (i) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (ii) only the director’s legal expenses would be covered.
G. Charitable Contributions
We vote against proposals to eliminate, direct or otherwise restrict charitable contributions.
H. Mandatory Retirement Ages
We vote on a case-by-case basis for proposals to set mandatory retirement ages prior to age 80 for directors. We vote for proposals to set a mandatory retirement age of 80 for directors.
(2) Proxy Contests
A. Voting for Director Nominees in Contested Elections
We vote on a case-by-case basis in contested elections of directors.
B. Reimburse Proxy Solicitation Expenses
We vote on a case-by-case basis against proposals to provide full reimbursement for dissidents waging a proxy contest.
(3) Auditors
A. Ratifying Auditors
We vote for proposals to ratify auditors, unless an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position or there is reason to believe the independent auditor has not followed the highest level of ethical conduct. Specifically, we will vote to ratify auditors if the auditors only provide the company audit and audit-related services and such other non-audit services the provision of which will not cause such auditors to lose their independence under applicable laws, rules and regulations.
(4) Proxy Contest Defenses
A. Board Structure: Staggered vs. Annual Elections
1. We vote against proposals to classify the board, except in the case of registered, closed-end investment companies.
2. We vote for proposals to repeal classified boards and to elect all directors annually, except in the case of registered, closed-end investment companies.
B. Shareholder Ability to Remove Directors
1. We vote against proposals that provide that directors may be removed only for cause, except in the case of registered, closed-end investment companies.
2. We vote for proposals to restore shareholder ability to remove directors with or without cause, except in the case of registered, closed-end investment companies.
3. We vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies, except in the case of registered, closed-end investment companies.
4. We vote for proposals that permit shareholders to elect directors to fill board vacancies, except in the case of registered, closed-end investment companies.
C. Cumulative Voting
1. We vote against proposals to eliminate cumulative voting.
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2. We vote for proposals to permit cumulative voting if there is an indication of a gap in the company’s corporate governance.
D. Shareholder Ability to Call Special Meetings
1. We vote against proposals to restrict or prohibit shareholder ability to call special meetings, except in the case of registered investment companies.
2. We vote for proposals that remove restrictions on the right of shareholders to act independently of management.
E. Shareholder Ability to Act by Written Consent
1. We vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
2. We vote for proposals to allow or make easier shareholder action by written consent.
F. Shareholder Ability to Alter the Size of the Board
1. We vote for proposals that seek to fix the size of the board.
2. We vote against proposals that give management the ability to alter the size of the board without shareholder approval.
(5) Tender Offer Defenses
A. Poison Pills
1. We vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
2. We vote on a case-by-case basis for shareholder proposals to redeem a company’s poison pill.
3. We vote on a case-by-case basis with respect to management proposals to ratify a poison pill.
B. Fair Price Provisions
1. We vote for fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.
2. We vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
C. Freeze-Out Provisions
We vote for proposals to opt out of state freeze-out provisions.
D. Greenmail
1. We vote for proposals to adopt anti-greenmail charter or bylaw amendments or to otherwise restrict a company’s ability to make greenmail payments.
2. We vote on a case-by-case basis for anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
E. Unequal Voting Rights
1. We vote against dual class exchange offers.
2. We vote against dual class re-capitalization.
F. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws
1. We vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments, except in the case of registered, closed-end investment companies.
2. We vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
G. Supermajority Shareholder Vote Requirement to Approve Mergers
1. We vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations, except in the case of registered, closed-end investment companies.
2. We vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
H. White Squire Placements
We vote for shareholder proposals to require approval of blank check preferred stock issues.
(6) Miscellaneous Governance Provisions
A. Confidential Voting
1. We vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election.
2. We vote for management proposals to adopt confidential voting.
B. Equal Access
Except for registered, closed-end investment companies, we vote for shareholder proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose
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voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
C. Bundled Proposals
We vote on a case-by-case basis for bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests and therefore not in the best interests of the beneficial owners of accounts, we vote against the proposals. If the combined effect is positive, we support such proposals.
D. Amend Bylaws without Shareholder Consent
1. We vote against proposal giving the board exclusive authority to amend the bylaws.
2. We vote for proposals giving the board the ability to amend the bylaws with shareholders consent.
E. Shareholder Advisory Committees
We vote on a case-by-case basis for proposals to establish a shareholder advisory committee.
(7) Capital Structure
A. Common Stock Authorization
1. We vote on a case-by-case basis for proposals to increase the number of shares of common stock authorized for issue, except as described below.
2. We vote for the approval requesting increases in authorized shares if the company meets certain criteria:
a) Company has already issued a certain percentage (i.e., greater than 50%) of the company’s allotment.
b) The proposed increase is reasonable (i.e., less than 150% of current inventory) based on an analysis of the company’s historical stock management or future growth outlook of the company.
B. Stock Distributions: Splits and Dividends
We vote on a case-by-case basis for management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the split.
C. Reverse Stock Splits
We vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split.
D. Blank Check Preferred Stock Authorization
We vote against proposals to create, authorize or increase the number of shares with regard to blank check preferred stock with unspecified voting, conversion, dividend distribution and other rights.
E. Shareholder Proposals Regarding Blank Check Preferred Stock
We vote for proposals requiring a shareholder vote for blank check preferred stock issues.
F. Adjust Par Value of Common Stock
We vote for management proposals to reduce the par value of common stock.
G. Pre-emptive Rights
1. We vote on a case-by-case basis for shareholder proposals seeking to establish pre-emptive rights and consider the following factors:
a) size of the company.
b) characteristics of the size of the holding (i.e., holder owning more than 1% of the outstanding shares).
c) percentage of the rights offering (i.e., rule of thumb is less than 5%).
2. We vote on a case-by-case basis for shareholder proposals seeking the elimination of pre-emptive rights.
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H. Debt Restructuring
We vote on a case-by-case basis for proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. Generally, we approve proposals that facilitate debt restructuring.
I. Share Repurchase Programs
We vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
(8) Executive and Director Compensation
In general, we vote for executive and director compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having high payout sensitivity to increases in shareholder value. Certain factors, however, such as repricing underwater stock options without shareholder approval, would cause us to vote against a plan. Additionally, in some cases we would vote against a plan deemed unnecessary.
A. Shareholder Proposals to Limit Executive and Director Pay
1. We vote on a case-by-case basis for all shareholder proposals that seek additional disclosure of executive and director pay information.
2. We vote on a case-by-case basis for all other shareholder proposals that seek to limit executive and director pay. We have a policy of voting to limit the level of options and other equity-based compensation arrangements available to management to limit shareholder dilution and management overcompensation. We would vote against any proposals or amendments that would cause the available awards to exceed a threshold of 10% of outstanding fully diluted shares (i.e., if the combined total of shares, common share equivalents and options available to be awarded under all current and proposed compensation plans exceeds 10% of fully diluted shares). We also review the annual award as a percentage of fully diluted shares outstanding.
B. Golden Parachutes
1. We vote for shareholder proposals to have golden parachutes submitted for shareholder ratification.
2. We vote on a case-by-case basis all proposals to ratify or cancel golden parachutes.
C. Employee Stock Ownership Plans (ESOPs)
We vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares).
D. 401(k) Employee Benefit Plans
We vote for proposals to implement a 401(k) savings plan for employees.
(9) State/Country of Incorporation
A. Voting on State Takeover Statutes
We vote on a case-by-case basis for proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
B. Voting on Re-incorporation Proposals
We vote on a case-by-case basis for proposals to change a company’s state or country of incorporation.
(10) Mergers and Corporate Restructuring
A. Mergers and Acquisitions
We vote on a case-by-case basis for mergers and acquisitions. In determining our vote on mergers and acquisitions, we also analyze the following factors, among others:
1. Valuation – whether the value to be received by the target shareholders (or paid by the acquirer) is reasonable.
2. Market reaction – how the market responded to the proposed deal.
3. Strategic rationale – whether the deal makes sense strategically.
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4. Negotiations and process – whether the terms of the transaction were negotiated at arm’s length; whether the process was fair and equitable.
B. Corporate Restructuring
We vote on a case-by-case basis for corporate restructuring proposals, including minority squeeze outs, leveraged buyouts, spin-offs, liquidations, and asset sales.
C. Spin-offs
We vote on a case-by-case basis for spin-offs. Considerations include the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
D. Asset Sales
We vote on a case-by-case basis for asset sales.
E. Liquidations
We vote on a case-by-case basis for liquidations after reviewing management’s efforts to pursue other alternatives, appraisal value of assets and the compensation plan for executives managing the liquidation.
F. Appraisal Rights
We vote for proposals to restore, or provide shareholders with, rights of appraisal.
G. Changing Corporate Name
We vote on a case-by-case basis for changing the corporate name.
(11) Environmental, Social and Governance (“ESG”) Issues
In general, we vote on a case-by-case basis on ESG proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence. First and foremost, we vote in accordance with the specific provisions and principals included within our ESG Policy. In addition to the foregoing, in most cases, however, we vote for disclosure reports that seek reasonable additional information, particularly when it appears companies have not adequately addressed shareholders’ ESG concerns. In determining our vote on shareholder ESG proposals, we also analyze the following factors:
1. whether adoption of the proposal would have either a positive or negative impact on the company’s short-term or long-term share value;
2. the percentage of sales, assets and earnings affected;
3. the degree to which the company’s stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing;
4. whether the issues presented should be dealt with through government or company-specific action;
5. whether the company has already responded in some appropriate manner to the request embodied in a proposal;
6. whether the company’s analysis and voting recommendation to shareholders is persuasive;
7. what other companies have done in response to the issue;
8. whether the proposal itself is well framed and reasonable;
9. whether implementation of the proposal would achieve the objectives sought in the proposal;
10. whether the subject of the proposal is best left to the discretion of the board;
11. whether the action undermines widely accepted or universal agreements regarding environmental concerns and which Millburn believes should appropriately impact its investment management activities;
12. whether, in segregated mandates, to the extent specifically instructed by a client, the issue will implement solutions that reflect client-specific views on moral, social, environmental or governance issues; and
13. whether the action has certain risks relating to the sustainability of the components of the investment portfolios and the markets traded therein, with a view toward mitigating the risks pertaining to those components deemed unsustainable, which will typically result from matters such as (but not limited to) climate change and health and safety concerns.
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The voting policy guidelines set forth in this Section VI may be changed from time to time by Millburn in its sole discretion.
VII. RECORDKEEPING AND OVERSIGHT
In accordance with Rule 204-2 under the Advisers Act, Millburn shall maintain the following records relating to proxy voting for the time periods set forth in the rule:
| ● | a copy of these policies and procedures, and all amendments thereto; |
| ● | a copy of each proxy form (as voted), unless such proxy is voted electronically; |
| ● | a copy of each proxy solicitation (including proxy statements) and related materials with regard to each vote, unless such material is available via EDGAR; |
| ● | documentation relating to the identification and resolution of conflicts of interest; |
| ● | any documents prepared by Millburn that were material to a making a decision on how to vote or that memorialized the basis for that decision; |
| ● | a copy of each written client request for information on how Millburn voted proxies on behalf of the client, and a copy of any written response by Millburn to any (written or oral) client request for information on how Millburn voted proxies on behalf of the requesting client; and |
| ● | such records as are necessary to support Form N-PX filings and copies of such N-PX filings to the extent not available on an easily accessible website. |
Such records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record.
In addition, with respect to proxy voting records of any fund registered under the Investment Company Act of 1940, Millburn shall maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.
In lieu of keeping copies of proxy statements, Millburn may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements and votes cast if the third party provides an undertaking to provide the documents promptly upon request.
Clients may obtain information on how their securities were voted or a copy of Millburn’s policies and procedures by written request.
VIII. PROCEDURES FOR PROXIES
(1) General Voting Procedures
The person(s) designated by the Securities Investment Committee (the “Designated Proxy Voter”) will be responsible for determining whether each proxy is specifically addressed by these policies and procedures. All proxies identified as governed by the specific instructions within these policies and procedures will be voted by that person in accordance with these policies.
Any proxies that are not specifically addressed by these policies and procedures will be submitted to the Securities Investment Committee, which will determine how to vote each such proxy by applying these policies. Upon making a decision, the rationale for the decision shall be documented and the proxy will be voted. The Designated Proxy Voter is responsible for the actual voting of all proxies in a timely manner and, in consultation with the Chief Compliance Officer, is responsible for monitoring the effectiveness of these policies. The Designated Proxy Voter and Chief Compliance Officer are also responsible for ensuring that adequate disclosures have been made to clients about procedures and how proxies were voted.
(2) Third Party Voting Procedures
According to SEC Proxy Voting Guidelines, proxy voting advice generally constitutes a “solicitation” within the meaning of Exchange Act Rule 14a-1.(1) and is subject to the anti-fraud provisions of the Proxy Rule. As such, in the event that it is determined that the advice of an independent third party or a committee should be relied upon regarding the voting of a proxy, the Designated Proxy Voter will submit the proxy to such third party or committee for a recommendation. Once a recommendation is provided, the Designated Proxy Voter will confirm the recommendation is in the client’s best interest and then have the proxy executed in accordance with such third party’s or committee’s decision. If an independent third party for proxy voting is retained, Millburn will review the
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policies and procedures of that third party to evaluate its methodology for its voting recommendations and measures in place for identifying and addressing conflicts of interest.
These Proxy Voting Policies and Procedures
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Appendix D
Exceed Advisory LLC
EXCEED ADVISORY LLC PROXY VOTING AND CLASS ACTIONS
As a general matter, because we do not invest in equities, we would rarely, if ever, be in a position to vote proxies. To the extent we are eligible to vote proxies, we have adopted the following proxy voting policies.
Notice and Delivery
Exceed will instruct its custodian(s) to deliver any proxy materials to the firm for those portfolio assets not subject to the proxy voting policies of a sub-adviser.
Recordkeeping, Rule 206(4)-6 and Form N-PX
The CCO is responsible for retaining records of any proxy voting by Exceed as required by SEC Rule 206(4)-6. In addition, the CCO will retain the following records necessary for the Fund to file Form N-PX and will coordinate annual delivery of the records with the Fund’s administrator.
| ● | The issuer of the portfolio security; |
| ● | The exchange ticker symbol of the portfolio security; |
| ● | The CUSIP number for the portfolio security; |
| ● | The shareholder meeting date; |
| ● | A brief description of each matter voted on; |
| ● | Whether the matter was proposed by the issuer or by a security holder; |
| ● | Whether Exceed cast its vote on the matter; |
| ● | How Exceed cast its vote (e.g., for or against the proposal, abstain, etc.); |
| ● | Whether Exceed cast its vote for or against management. |
Client Access to Proxy Voting Information
Clients can obtain information from Exceed about how any particular proxies have been voted by contacting the Chief Compliance Officer. All requests for information regarding a particular proxy must be in writing and will be retained by the CCO in the Compliance files.
Proxy Voting Guidelines and Process for Voting
Exceed maintains a policy of voting proxies in a way that, in Exceed’s opinion, best serves the interest of its clients (or in the best interests of the Fund’s shareholders, as applicable) in their capacity as shareholders (or others having voting rights in a particular instance) of a company. As an investment manager, Exceed is primarily concerned with meeting the objectives of its clients and, as is consistent with those objectives and related restrictions, maximizing the value of its clients’ investment portfolios. Exceed normally votes in support of company management, but votes against proposals that Exceed believes would have a material negative impact on the value of its clients’ holdings.
Any proxies received will be reviewed by the Investment Committee. The Investment Committee will vote after considering the existence of any material conflicts of interest, whether the firm has materially accurate information, and the guidelines below. The examples below are provided to give a general indication as to how Exceed would vote proxies on certain issues. However, these examples do not address all potential voting issues or the intricacies that may surround individual proxy votes. For these reasons, actual proxy votes may differ
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from the guidelines presented here. In all cases, the Investment Committee’s eventual vote will be determined by the Investment Committee’s assessment of what best serves the interest of its clients (or the Fund’s shareholders) in a given situation.
Exceed will general vote to Approve the following, provided Exceed’s obligation to vote in the best interests of its clients (or Fund shareholders) is met:
Routine proposals that do not change the structure, bylaws or operations of the issuer to the detriment of the shareholders. Given the routine nature of these proposals, the Adviser will nearly always vote with management. Traditionally these proposals include:
| ● | Election of auditors recommended by board of directors (unless seeking to replace because there is a dispute over policies); |
| ● | Amend bylaws/articles of incorporation to bring in line with changes in local laws and regulations; |
| ● | Election of members of an issuer’s board of directors, except if there is a proxy fight; date and place of annual meeting; ratification of directors’ actions on routine matters since previous annual meeting; |
| ● | Limitation of directors’ liability, provided however, that proposals providing for the indemnification of directors and or officers shall be evaluated and voted on a case-by- case basis after evaluating applicable laws and extent of protection required; |
| ● | Elimination of preemptive rights. Preemptive rights give current shareholders the opportunity to maintain their current percentage ownership through any subsequent equity offerings. These provisions are no longer common in the U.S., and can restrict management’s ability to raise new capital. However, Exceed will oppose the elimination of limited preemptive rights, i.e., on proposed issues representing more than an acceptable level of total dilution; |
| ● | Employee stock purchase plan; |
| ● | Establish 401(k) Plan. |
Exceed will generally vote to Oppose the following, provided Exceed’s obligation to vote in the best interests of its clients (or Fund shareholders) is met:
Exceed will generally vote against any proposal that clearly has the effect of restricting the ability of shareholders to realize the full potential value of their investment. These sorts of proposals would include proposals relating to anti-takeover measures, such as:
| ● | Proposals to limit the ability of shareholders to call special meetings; |
| ● | Proposals to require super majority votes; |
| ● | Proposals requesting excessive increases in authorized common or preferred stock where management provides no explanation for the need or use of capital stock; |
| ● | Proposals permitting “green mail”; |
| ● | Proposals providing for cumulative voting rights |
The Investment Committee will review the following proposals on a case-by-case basis to determine what decision best meets Exceed’s obligation to vote in the best interests of its clients (or of the Fund’s shareholders):
| ● | Proposals to stagger board members’ terms; |
| ● | Proposals relating to eliminating mandatory director retirement policies; |
| ● | Proposals to pay directors solely in equity of the issuer; proposals related to board member compensation; |
| ● | Proposals to rotate annual meeting location/date; |
| ● | Proposals regarding option and stock grants to management and directors; |
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| ● | Proposals requesting approval for new and amended stock-based compensation plans; |
| ● | Proposals regarding executive compensation plans; |
| ● | Proposals for changes to specific accounting policies |
Class Actions
Exceed has contracted with the Funds’ custodian to administer class actions on behalf any Fund advised by Exceed.
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Appendix E
Equity Armor Investments, LLC
PROXY VOTING POLICY
Pursuant to the recent adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisors Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment advisor to exercise voting authority with respect to client securities, unless (i) the advisor has adopted and implemented written policies and procedures that are reasonably designed to ensure that the advisor votes proxies in the best interests of its clients, (ii) the advisor describes its proxy voting procedures to its clients and provides copies on request, and (iii) the advisor discloses to clients how they may obtain information on how the advisor voted their proxies.
| 1. | POLICY |
EAI’s Individual (Separately Managed Accounts) Clients
With respect to our individual clients, EAI’s policy and practice is to not vote proxies on behalf of those clients and therefore, we shall have no obligation or authority to take any action or render any advice with respect to the voting of proxies solicited by or with respect to issuers of securities held in a family office client’s account(s).
EAI Private Funds or Mutual Fund clients
It is the policy of EAI to vote proxies on behalf of Private Funds or Mutual Fund clients (the “Funds”). To that end, the Firm will vote in a way that it believes is consistent with its fiduciary duty and will cause the value of the issue to increase the most or decline the least.
EAI’s general policy is described in the Firm’s standard client agreement and ADV Part 2A.
| 2. | PROCEDURES |
Identifying and Voting Proxies
These proxy voting procedures are designed to enable EAI to resolve any identified material conflicts of interest that may arise between the Firm and the Funds before voting proxies on behalf of the Funds, so that votes cast are in the Funds best interests.
| 1. | EAI shall maintain a list of the Funds for which it votes proxies. The list will be maintained either in hard copy or electronically and updated by the CCO. |
| 2. | The CCO or designee shall receive all proxy voting materials and will be responsible for ensuring that proxies are voted in line with the Firm’s policy and submitted in a timely manner. |
| 3. | So long as there are no material conflicts of interest identified, EAI (either directly or through a contracted third party) will vote proxies in a manner that the Firm deems to be in the applicable Funds best interest. Proxies received after the Funds have sold the security will not be voted. In addition, the Firm will not vote any proxy if it is deemed not beneficial to the Funds to do so. Specifically, EAI may elect to abstain from voting if it deems such abstinence to be in the pertinent Funds best interests. The rationale for “abstain” votes will be documented and the documentation will be maintained in the permanent file. |
| 4. | EAI shall at no time ignore or neglect its proxy voting responsibilities. However, there may be times when refraining from voting is in the Funds best interest, such as when EAI’s analysis of a particular proxy reveals that the cost of voting the proxy may exceed the expected benefit to the Funds. EAI will maintain documentation of any cost/benefit analysis with respect to proxies that were not voted by EAI for that reason. |
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| 5. | If the CCO determines that a conflict of interest exists, EAI may, at its expense, engage the services of an outside proxy voting service or consultant to provide an independent recommendation on the direction in which the Firm should vote on the proposal. In such circumstances, the proxy voting service’s or consultant’s determination will be binding on EAI. From time to time, EAI may also abstain from voting in such circumstances when time and costs dictate. |
No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular proxy proposal may impact the financial prospects of a company, and vote accordingly.
We believe that we invest in companies with strong management. Therefore we will tend to vote proxies consistent with management’s recommendations. However, we will vote contrary to management’s recommendations if we believe those recommendations are not consistent with increasing shareholder value.
Election of the Board of Directors
We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that turnover in board composition promotes independent board action, fresh approaches to governance, and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent independent directors.
The election of a company’s board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.
Approval of Independent Auditors
We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.
We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.
Equity-based compensation plans
We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.
We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:
| 1. | Requiring senior executives to hold stock in a company. |
| 2. | Requiring stock acquired through option exercise to be held for a certain period of time. |
These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.
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Corporate Structure
We view the exercise of shareholders’ rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.
Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a simple majority vote.
We will generally support the ability of shareholders to cumulate their votes for the election of directors.
Recordkeeping
Proxy votes will be recorded and the following information will be maintained:
| (i) | A copy of all policies and procedures. |
| (ii) | A copy of each proxy statement EAI receives regarding the Funds securities. |
| (iii) | A record of each vote cast by EAI on behalf of the Funds. |
| (iv) | A copy of any document created by EAI that was material to making a decision on how to vote proxies on behalf of the Funds or that memorialize the basis for that decision, including documentation regarding proxies voted that involved conflicts of interest. |
| (v) | A copy of each written investor request for information on how EAI voted proxies on behalf of the Funds the investor is invested in, and a copy of any written response by the Firm to any (written or verbal) investor request. |
The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations. EAI may rely on one or more third parties to create and retain the records referred to in items (ii) and (iii) above.
Conflicts of Interest
Although the Firm has not currently identified any material conflicts of interest that would affect its proxy voting decisions, it is aware of the following potential conflicts that may exist in the future:
Conflict: An Associated Person of EAI or an investor is an officer or director of an issuer of the proxy.
Conflict: An Associated Person of EAI maintains a personal and/or business relationship (not an advisory relationship) with an issuer or with individuals that serve as officers or directors of an issuer. For example, the spouse of an Associated Person may be a high-level executive of an issuer that is held in one or more of EAI Private Funds’ portfolios. The spouse could attempt to influence EAI to vote in a manner that benefits the spouse or Associated Person and not the Funds.
Conflict: An Associated Person of EAI personally owns a significant number of an issuer’s securities that are also held by one or more Funds. For any number of reasons, an Associated Person may seek to vote proxies in a different direction for his or her personal benefit than would otherwise be warranted by the proxy voting policy. The Associated Person could oppose voting the proxies according to the policy and try to influence EAI to vote proxies in contradiction to the policy.
Resolution: Upon the detection of a conflict of interest, the procedure described in Item 5 under the Procedures for Identifying and Voting Proxies section above will be followed.
Associated Persons are required to notify the CCO upon the discovery of any conflict of interest that pertains to the Firm’s voting of proxies on behalf of the Funds.
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EAI is not deemed to have proxy voting authority solely as a result of providing advice or information about a particular proxy vote to a client. Except for actions we may cause the Funds to take in our role as manager of that Fund, EAI typically does not advise or act for clients with respect to any legal matters, including bankruptcies and class actions, for the securities held in clients’ accounts.
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Appendix F
Aspect Capital Limited
Proxy Voting and Engagement Policy
IMPORTANT INFORMATION
This document has been prepared solely for the purpose of explaining Aspect Capital Limited’s (“Aspect’s”) general approach to proxy voting. If this document has been provided to any investor or potential investor in any fund managed by Aspect, it has been so provided for information purposes only and must not be relied upon by such person in making any investment decision or for any other purpose. Rather, any investment decision must be made solely on the basis of the relevant fund’s offering documents.
This document describes only in summary, and does not purport to be an exhaustive guide to, Aspect’s approach to proxy voting.
While this document has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by Aspect (or by any of its officers, employees or agents) in relation to the accuracy or completeness of the information contained in this document. In particular, but without limitation, no representation or warranty is given by Aspect (or by any of its officers, employees or agents) that there has been no change to the information contained in this document since the date on the first page.
Save to the extent required by applicable law or regulation, Aspect is not under any obligation to update or keep current the information contained in this document, nor is it under any obligation to correct any inaccuracies that may become apparent. The information and any opinions expressed in this document are subject to updating and amendment and may change materially without notice.
No information set out or referred to in this document shall form the basis of any contract. Any statement of intention refers to the present only and is not to be interpreted as an undertaking to perform that intention.
This document should be treated as confidential and not be distributed without Aspect’s prior written consent.
| 1. | Background and purpose |
| Aspect Capital Limited (“Aspect”) was established in 1997 by Anthony Todd, Eugene Lambert, Martin Lueck and Michael Adam, who were all closely involved in the successful development of Adam Harding and Lueck (“AHL”, now part of Man Group PLC), where they advanced the application of systematic quantitative techniques in managed futures investment. Aspect’s investment approach involves a strong focus on rigorous research, disciplined systematic implementation, robust risk management and efficient market access and execution. |
| The purpose of this document is to summarise and explain Aspect’s general approach to proxy voting and shareholder engagement in relation to client assets and investments. This document should be treated as confidential and not be distributed without Aspect’s prior written consent. No representation or warranty is given by Aspect that there has been no change to the information contained in this document since the date on the first page. Your attention is drawn to the “Important Information” on page 93. |
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| 2. | Meaning of proxy voting and shareholder engagement |
| For the purpose of this policy the term “proxy voting” refers to a situation in which Aspect acting as investment manager: (i) has purchased shares in a company by way of investment on behalf of its clients; and (ii) in its capacity as shareholder of such company, is given the opportunity to vote for or against proposed resolutions concerning such company. |
| Shareholder engagement is the practice of maintaining a dialogue with investee companies, and the exercise of rights attaching to the ownership of companies, for the purposes of aiming to improve and influence long term investment outcomes over a range of topics both financial and non-financial. |
| This policy shall not apply where Aspect has purchased shares as principal for its own account in connection with Aspect’s own corporate arrangements. |
| 3. | Relevance to Aspect and its clients |
| Aspect does not consider shareholder engagement to be highly relevant to its investment strategies, given the mix of assets traded. As at the date of this Policy, proxy voting arises only in relation to exchange traded funds held in cash; and investments made using the reserve assets of our funds. Reserve assets of any funds managed by Aspect are assets which are not immediately required to trade pursuant to the investment programmes (“Permitted Cash Investments”). Permitted Cash Investments are handled by Aspect’s Middle and Back Office Team and may be made in a number of cash or near-cash investments including money market mutual funds. |
| Aspect has considered the requirements under the Shareholder Rights Directive (“SRD II”). As a systematic quantitative investment manager, the ability to exercise voting rights in relation to any instruments plays no significant part in and has no bearing on Aspect’s strategies. |
| 4. | Statement of policy for Permitted Cash Investments and exchange traded funds |
| When Aspect has discretion to vote the proxies of its clients in connection with Permitted Cash Investments and exchange traded funds, it will vote those proxies in the best interest of and to the exclusive benefit of its clients and in accordance with these policies and procedures, unless otherwise agreed. |
| Aspect will not borrow stock in order to vote. |
| 5. | Proxy voting procedures |
| Aspect will: |
| ● | Review and consider the proxy to determine: (i) the consequences of the proposed resolutions on Aspect’s clients, including the investment objective and investment policy (if any) of such clients; and (ii) if there is any conflict of interest between the interests of Aspect and its clients. |
| ● | Apply the voting guidelines set out below to reach a decision on the course of action in relation to the proxy. |
| ● | Be responsible (where relevant) for completing the proxy and sending it back in a timely and appropriate manner. |
| ● | Keep a record of each proxy that has been received (including the receipt of all late notices where voting is no longer possible); and whether or not it has been voted on. |
| 6. | Voting guidelines |
| Aspect believes that voting proxies in accordance with the following guidelines is in the best interests of its clients: |
| ● | If the proposed resolution(s) will directly affect the interests of Aspect’s clients in the relevant security, whether positively or negatively, Aspect’s Chief Operating Officer will consult with and/or delegate such voting to the relevant Aspect Team or an individual Aspect employee (as deemed appropriate) in relation to the proposed resolutions. |
94
| ● | In making a determination whether to vote for or against the proposed resolutions, Aspect may take into account the following facts among others: (i) whether the proposal was recommended by management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance. |
| ● | Aspect shall consider whether the proposal is consistent with the investment objectives and investment policies (if any) of Aspect’s clients. |
| ● | Aspect’s Chief Operating Officer shall use his discretion to refer any matter to Aspect’s board of directors who shall ultimately be responsible for deciding how to vote. |
| ● | In the event that Aspect, relying on Section 12(d)(1)(F) of the Investment Company Act of 1940, is required to handle proxies in respect of securities issued by another registered investment company (e.g. exchange traded funds), Aspect will exercise mirror voting with respect to such votes. |
| 7. | Conflicts of interest |
| Conflicts of interest between the interests of Aspect and its clients in relation to the proposed resolution(s) in the proxy will be referred to Aspect’s Compliance Department as appropriate. This will include a review of the relationship of Aspect and its affiliates with the issuer of each security and any of the issuer’s affiliates to determine if the issuer is a client of Aspect, an affiliate of Aspect, or has some other relationship with Aspect or a client of Aspect. |
| If a material conflict exists, Aspect’s Chief Operating Officer will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client(s). The Chief Operating Officer will also determine whether it is appropriate to disclose the conflict to the affected client(s) and give the client(s) the opportunity to vote their proxies themselves. If the Chief Operating Officer cannot decide or is unavailable, the issue shall be referred to Aspect’s board of directors who shall ultimately be responsible for deciding the appropriate course of action. At all times, regard will be had for applicable law and regulation and the specific investment terms (if any) agreed with the affected client(s). |
| 8. | Review of policy |
| Aspect shall review this policy on a regular basis, and no less frequently than annually, with a view to making changes when considered necessary or appropriate in light of Aspect’s business and the interests of its clients. |
| 9. | Disclosure |
| Aspect will make this policy (or a summary thereof) and a copy of the record referred to in Section 5 above (or an edited version thereof) available to any investor in an alternative investment fund (as defined in EU Directive 2011/61/EU on Alternative Investment Fund Managers) of which Aspect has been appointed as the manager, and to any other client, on request. |
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TABLE OF CONTENTS
| Coverage | 8 | ||||
| 1. | Board of Directors | 9 | |||
| Voting on Director Nominees in Uncontested Elections | 9 | ||||
| Independence | 9 | ||||
| ISS Classification of Directors – U.S. | 10 | ||||
| Composition | 12 | ||||
| Attendance | 12 | ||||
| Overboarded Directors | 12 | ||||
| Gender Diversity | 12 | ||||
| Racial and/or Ethnic Diversity | 13 | ||||
| Responsiveness | 13 | ||||
| Accountability | 14 | ||||
| Poison Pills | 14 | ||||
| Unequal Voting Rights | 14 | ||||
| Classified Board Structure | 15 | ||||
| Removal of Shareholder Discretion on Classified Boards | 15 | ||||
| Problematic Governance Structure | 15 | ||||
| Unilateral Bylaw/Charter Amendments | 15 | ||||
| Restricting Binding Shareholder Proposals | 16 | ||||
| Director Performance Evaluation | 16 | ||||
| Management Proposals to Ratify Existing Charter or Bylaw Provisions | 16 | ||||
| Problematic Audit-Related Practices | 17 | ||||
| Problematic Compensation Practices | 17 | ||||
| Problematic Pledging of Company Stock | 17 | ||||
| Climate Accountability | 18 | ||||
| Governance Failures | 18 | ||||
| Voting on Director Nominees in Contested Elections | 18 | ||||
| Vote-No Campaigns | 18 | ||||
| Proxy Contests/Proxy Access | 19 | ||||
| Other Board-Related Proposals | 19 | ||||
| Adopt Anti-Hedging/Pledging/Speculative Investments Policy | 19 | ||||
| Board Refreshment | 19 | ||||
| Term/Tenure Limits | 19 | ||||
| Age Limits | 20 | ||||
| Board Size | 20 | ||||
| Classification/Declassification of the Board | 20 | ||||
| CEO Succession Planning | 20 | ||||
| Cumulative Voting | 20 | ||||
| Director and Officer Indemnification, Liability Protection, and Exculpation | 21 | ||||
| Establish/Amend Nominee Qualifications | 21 | ||||
| Establish Other Board Committee Proposals | 22 | ||||
| Filling Vacancies/Removal of Directors | 22 | ||||
| Independent Board Chair | 22 | ||||
| Majority of Independent Directors/Establishment of Independent Committees | 23 | ||||
| Majority Vote Standard for the Election of Directors | 23 | ||||
| W W W . I S S G O V E R N A N C E . C O M | 2 of 87 |

| Proxy Access | 23 | ||||
| Require More Nominees than Open Seats | 24 | ||||
| Shareholder Engagement Policy (Shareholder Advisory Committee) | 24 | ||||
| 2. | Audit-Related | 25 | |||
| Auditor Indemnification and Limitation of Liability | 25 | ||||
| Auditor Ratification | 25 | ||||
| Shareholder Proposals Limiting Non-Audit Services | 25 | ||||
| Shareholder Proposals on Audit Firm Rotation | 26 | ||||
| 3. | Shareholder Rights & Defenses | 27 | |||
| Advance Notice Requirements for Shareholder Proposals/Nominations | 27 | ||||
| Amend Bylaws without Shareholder Consent | 27 | ||||
| Control Share Acquisition Provisions | 27 | ||||
| Control Share Cash-Out Provisions | 28 | ||||
| Disgorgement Provisions | 28 | ||||
| Fair Price Provisions | 28 | ||||
| Freeze-Out Provisions | 28 | ||||
| Greenmail | 28 | ||||
| Shareholder Litigation Rights | 29 | ||||
| Federal Forum Selection Provisions | 29 | ||||
| Exclusive Forum Provisions for State Law Matters | 29 | ||||
| Fee shifting | 29 | ||||
| Net Operating Loss (NOL) Protective Amendments | 30 | ||||
| Poison Pills (Shareholder Rights Plans) | 30 | ||||
| Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy | 30 | ||||
| Management Proposals to Ratify a Poison Pill | 31 | ||||
| Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs) | 31 | ||||
| Proxy Voting Disclosure, Confidentiality, and Tabulation | 31 | ||||
| Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions | 32 | ||||
| Reimbursing Proxy Solicitation Expenses | 32 | ||||
| Reincorporation Proposals | 33 | ||||
| Shareholder Ability to Act by Written Consent | 33 | ||||
| Shareholder Ability to Call Special Meetings | 33 | ||||
| Stakeholder Provisions | 34 | ||||
| State Antitakeover Statutes | 34 | ||||
| Supermajority Vote Requirements | 34 | ||||
| Virtual Shareholder Meetings | 34 | ||||
| 4. | Capital/Restructuring | 35 | |||
| Capital | 35 | ||||
| Adjustments to Par Value of Common Stock | 35 | ||||
| Common Stock Authorization | 35 | ||||
| General Authorization Requests | 35 | ||||
| Specific Authorization Requests | 36 | ||||
| Dual Class Structure | 36 | ||||
| Issue Stock for Use with Rights Plan | 36 | ||||
| W W W . I S S G O V E R N A N C E . C O M | 3 of 87 |

| Preemptive Rights | 36 | ||||
| Preferred Stock Authorization | 37 | ||||
| General Authorization Requests | 37 | ||||
| Recapitalization Plans | 38 | ||||
| Reverse Stock Splits | 38 | ||||
| Share Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S. | 38 | ||||
| Share Repurchase Programs | 39 | ||||
| Share Repurchase Programs Shareholder Proposals | 39 | ||||
| Stock Distributions: Splits and Dividends | 39 | ||||
| Tracking Stock | 40 | ||||
| Restructuring | 40 | ||||
| Appraisal Rights | 40 | ||||
| Asset Purchases | 40 | ||||
| Asset Sales | 40 | ||||
| Bundled Proposals | 41 | ||||
| Conversion of Securities | 41 | ||||
| Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans | 41 | ||||
| Formation of Holding Company | 41 | ||||
| Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs) | 42 | ||||
| Joint Ventures | 42 | ||||
| Liquidations | 43 | ||||
| Mergers and Acquisitions | 43 | ||||
| Private Placements/Warrants/Convertible Debentures | 43 | ||||
| Reorganization/Restructuring Plan (Bankruptcy) | 45 | ||||
| Special Purpose Acquisition Corporations (SPACs) | 45 | ||||
| Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions | 45 | ||||
| Spin-offs | 46 | ||||
| Value Maximization Shareholder Proposals | 46 | ||||
| 5. | Compensation | 47 | |||
| Executive Pay Evaluation | 47 | ||||
| Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay) | 47 | ||||
| Pay-for-Performance Evaluation | 48 | ||||
| Problematic Pay Practices | 48 | ||||
| Compensation Committee Communications and Responsiveness | 49 | ||||
| Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”) | 50 | ||||
| Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale | 50 | ||||
| Equity-Based and Other Incentive Plans | 50 | ||||
| Shareholder Value Transfer (SVT) | 51 | ||||
| Three-Year Value-Adjusted Burn Rate | 52 | ||||
| Egregious Factors | 52 | ||||
| Liberal Change in Control Definition | 52 | ||||
| Repricing Provisions | 52 | ||||
| Problematic Pay Practices or Significant Pay-for-Performance Disconnect | 53 | ||||
| Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m)) | 53 | ||||
| W W W . I S S G O V E R N A N C E . C O M | 4 of 87 |

| Specific Treatment of Certain Award Types in Equity Plan Evaluations | 54 | ||||
| Dividend Equivalent Rights | 54 | ||||
| Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs) | 54 | ||||
| Other Compensation Plans | 54 | ||||
| 401(k) Employee Benefit Plans | 54 | ||||
| Employee Stock Ownership Plans (ESOPs) | 54 | ||||
| Employee Stock Purchase Plans—Qualified Plans | 55 | ||||
| Employee Stock Purchase Plans—Non-Qualified Plans | 55 | ||||
| Option Exchange Programs/Repricing Options | 55 | ||||
| Stock Plans in Lieu of Cash | 56 | ||||
| Transfer Stock Option (TSO) Programs | 56 | ||||
| Director Compensation | 57 | ||||
| Shareholder Ratification of Director Pay Programs | 57 | ||||
| Equity Plans for Non-Employee Directors | 57 | ||||
| Non-Employee Director Retirement Plans | 58 | ||||
| Shareholder Proposals on Compensation | 58 | ||||
| Bonus Banking/Bonus Banking “Plus” | 58 | ||||
| Compensation Consultants—Disclosure of Board or Company’s Utilization | 58 | ||||
| Disclosure/Setting Levels or Types of Compensation for Executives and Directors | 58 | ||||
| Golden Coffins/Executive Death Benefits | 59 | ||||
| Hold Equity Past Retirement or for a Significant Period of Time | 59 | ||||
| Pay Disparity | 59 | ||||
| Pay for Performance/Performance-Based Awards | 60 | ||||
| Pay for Superior Performance | 60 | ||||
| Pre-Arranged Trading Plans (10b5-1 Plans) | 61 | ||||
| Prohibit Outside CEOs from Serving on Compensation Committees | 61 | ||||
| Recoupment of Incentive or Stock Compensation in Specified Circumstances | 61 | ||||
| Severance and Golden Parachute Agreements | 61 | ||||
| Share Buyback Impact on Incentive Program Metrics | 62 | ||||
| Supplemental Executive Retirement Plans (SERPs) | 62 | ||||
| Tax Gross-Up Proposals | 62 | ||||
| Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity | 62 | ||||
| 6. | Routine/Miscellaneous | 64 | |||
| Adjourn Meeting | 64 | ||||
| Amend Quorum Requirements | 64 | ||||
| Amend Minor Bylaws | 64 | ||||
| Change Company Name | 64 | ||||
| Change Date, Time, or Location of Annual Meeting | 65 | ||||
| Other Business | 65 | ||||
| 7. | Social and Environmental Issues | 66 | |||
| Global Approach – E&S Shareholder Proposals | 66 | ||||
| Endorsement of Principles | 66 | ||||
| Animal Welfare | 67 | ||||
| W W W . I S S G O V E R N A N C E . C O M | 5 of 87 |

| Animal Welfare Policies | 67 | |||
| Animal Testing | 67 | |||
| Animal Slaughter | 67 | |||
| Consumer Issues | 67 | |||
| Genetically Modified Ingredients | 67 | |||
| Reports on Potentially Controversial Business/Financial Practices | 68 | |||
| Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation | 68 | |||
| Product Safety and Toxic/Hazardous Materials | 69 | |||
| Tobacco-Related Proposals | 69 | |||
| Climate Change | 70 | |||
| Say on Climate (SoC) Management Proposals | 70 | |||
| Say on Climate (SoC) Shareholder Proposals | 70 | |||
| Climate Change/Greenhouse Gas (GHG) Emissions | 70 | |||
| Energy Efficiency | 71 | |||
| Renewable Energy | 71 | |||
| Diversity | 72 | |||
| Board Diversity | 72 | |||
| Equality of Opportunity | 72 | |||
| Gender Identity, Sexual Orientation, and Domestic Partner Benefits | 73 | |||
| Gender, Race/Ethnicity Pay Gap | 73 | |||
| Racial Equity and/or Civil Rights Audit Guidelines | 73 | |||
| Environment and Sustainability | 73 | |||
| Facility and Workplace Safety | 73 | |||
| Natural Capital- Related and/or Community Impact Assessment Proposals | 74 | |||
| Hydraulic Fracturing | 74 | |||
| Operations in Protected Areas | 74 | |||
| Recycling | 75 | |||
| Sustainability Reporting | 75 | |||
| Water Issues | 75 | |||
| General Corporate Issues | 75 | |||
| Charitable Contributions | 75 | |||
| Data Security, Privacy, and Internet Issues | 76 | |||
| ESG Compensation-Related Proposals | 76 | |||
| Human Rights, Human Capital Management, and International Operations | 76 | |||
| Human Rights Proposals | 76 | |||
| Mandatory Arbitration | 77 | |||
| Operations in High-Risk Markets | 77 | |||
| Outsourcing/Offshoring | 78 | |||
| Sexual Harassment | 78 | |||
| Weapons and Military Sales | 78 | |||
| Political Activities | 78 | |||
| Lobbying | 78 | |||
| Political Contributions | 79 | |||
| W W W . I S S G O V E R N A N C E . C O M | 6 of 87 |

| Political Expenditures and Lobbying Congruency | 79 | ||||
| Political Ties | 80 | ||||
| 8. | Mutual Fund Proxies | 81 | |||
| Election of Directors | 81 | ||||
| Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes | 81 | ||||
| Converting Closed-end Fund to Open-end Fund | 81 | ||||
| Proxy Contests | 81 | ||||
| Investment Advisory Agreements | 82 | ||||
| Approving New Classes or Series of Shares | 82 | ||||
| Preferred Stock Proposals | 82 | ||||
| 1940 Act Policies | 82 | ||||
| Changing a Fundamental Restriction to a Nonfundamental Restriction | 82 | ||||
| Change Fundamental Investment Objective to Nonfundamental | 83 | ||||
| Name Change Proposals | 83 | ||||
| Change in Fund’s Subclassification | 83 | ||||
| Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value | 83 | ||||
| Disposition of Assets/Termination/Liquidation | 84 | ||||
| Changes to the Charter Document | 84 | ||||
| Changing the Domicile of a Fund | 84 | ||||
| Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval | 84 | ||||
| Distribution Agreements | 85 | ||||
| Master-Feeder Structure | 85 | ||||
| Mergers | 85 | ||||
| Shareholder Proposals for Mutual Funds | 85 | ||||
| Establish Director Ownership Requirement | 85 | ||||
| Reimburse Shareholder for Expenses Incurred | 85 | ||||
| Terminate the Investment Advisor | 86 | ||||
| W W W . I S S G O V E R N A N C E . C O M | 7 of 87 |

Coverage
The U.S. research team provides proxy analyses and voting recommendations for the common shareholder meetings of U.S. - incorporated companies that are publicly-traded on U.S. exchanges, as well as certain OTC companies, if they are held in our institutional investor clients’ portfolios. Coverage generally includes corporate actions for common equity holders, such as written consents and bankruptcies. ISS’ U.S. coverage includes investment companies (including open-end funds, closed-end funds, exchange-traded funds, and unit investment trusts), limited partnerships (“LPs”), master limited partnerships (“MLPs”), limited liability companies (“LLCs”), and business development companies. ISS reviews its universe of coverage on an annual basis, and the coverage is subject to change based on client need and industry trends.
Foreign-incorporated companies
In addition to U.S.- incorporated, U.S.- listed companies, ISS’ U.S. policies are applied to certain foreign- incorporated company analyses. Like the SEC, ISS distinguishes two types of companies that list but are not incorporated in the U.S.:
| ■ | U.S. Domestic Issuers – which have a majority of outstanding shares held in the U.S. and meet other criteria, as determined by the SEC, and are subject to the same disclosure and listing standards as U.S. incorporated companies (e.g. they are required to file DEF14A proxy statements) – are generally covered under standard U.S. policy guidelines. |
| ■ | Foreign Private Issuers (FPIs) – which are allowed to take exemptions from most disclosure requirements (e.g., they are allowed to file 6-K for their proxy materials) and U.S. listing standards – are generally covered under a combination of policy guidelines: |
| ■ | FPI Guidelines (see the Americas Regional Proxy Voting Guidelines), may apply to companies incorporated in governance havens, and apply certain minimum independence and disclosure standards in the evaluation of key proxy ballot items, such as the election of directors; and/or |
| ■ | Guidelines for the market that is responsible for, or most relevant to, the item on the ballot. |
U.S. incorporated companies listed only on non-U.S. exchanges are generally covered under the ISS guidelines for the market on which they are traded.
An FPI is generally covered under ISS’ approach to FPIs outlined above, even if such FPI voluntarily files a proxy statement and/or other filing normally required of a U.S. Domestic Issuer, so long as the company retains its FPI status.
In all cases – including with respect to other companies with cross-market features that may lead to ballot items related to multiple markets – items that are on the ballot solely due to the requirements of another market (listing, incorporation, or national code) may be evaluated under the policy of the relevant market, regardless of the “assigned” primary market coverage.
| W W W . I S S G O V E R N A N C E . C O M | 8 of 87 |

| 1. | Board of Directors |
Voting on Director Nominees in Uncontested Elections
Four fundamental principles apply when determining votes on director nominees:
Independence: Boards should be sufficiently independent from management (and significant shareholders) to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.
Composition: Companies should ensure that directors add value to the board through their specific skills and expertise and by having sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives.
Responsiveness: Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant support for shareholder proposals (whether binding or non-binding), and tender offers where a majority of shares are tendered.
Accountability: Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices and regular board elections, by the provision of sufficient information for shareholders to be able to assess directors and board composition, and through the ability of shareholders to remove directors.
General Recommendation: Generally vote for director nominees, except under the following circumstances (with new nominees1 considered on case-by-case basis):
Independence
Vote against2 or withhold from non-independent directors (Executive Directors and Non-Independent Non- Executive Directors per ISS’ Classification of Directors) when:
| ■ | Independent directors comprise 50 percent or less of the board; |
| ■ | The non-independent director serves on the audit, compensation, or nominating committee; |
| ■ | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
| ■ | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
| 1 | A “new nominee” is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question. | |
| 2 | In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company. |
| W W W . I S S G O V E R N A N C E . C O M | 9 of 87 |

ISS Classification of Directors – U.S.
| 1. | Executive Director |
| 1.1. | Current officer1 of the company or one of its affiliates2. |
| 2. | Non-Independent Non-Executive Director |
Board Identification
| 2.1. | Director identified as not independent by the board. |
Controlling/Significant Shareholder
| 2.2. | Beneficial owner of more than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member of a group). |
Current Employment at Company or Related Company
| 2.3. | Non-officer employee of the firm (including employee representatives). |
| 2.4. | Officer1, former officer, or general or limited partner of a joint venture or partnership with the company. |
Former Employment
| 2.5. | Former CEO of the company. 3, 4 |
| 2.6. | Former non-CEO officer1 of the company or an affiliate2 within the past five years. |
| 2.7. | Former officer1 of an acquired company within the past five years.4 |
| 2.8. | Officer1 of a former parent or predecessor firm at the time the company was sold or split off within the past five years. |
| 2.9. | Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officer’s employment agreement will be made.5 |
Family Members
| 2.10. | Immediate family member6 of a current or former officer1 of the company or its affiliates2 within the last five years. |
| 2.11. | Immediate family member6 of a current employee of company or its affiliates2 where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non- Section 16 officer in a key strategic role). |
Professional, Transactional, and Charitable Relationships
| 2.12. | Director who (or whose immediate family member6) currently provides professional services7 in excess of $10,000 per year to: the company, an affiliate2, or an individual officer of the company or an affiliate; or who is (or whose immediate family member6 is) a partner, employee, or controlling shareholder of an organization which provides the services. |
| 2.13. | Director who (or whose immediate family member6) currently has any material transactional relationship8 with the company or its affiliates2; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship8 (excluding investments in the company through a private placement). |
| 2.14. | Director who (or whose immediate family member6) is a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments8 from the company or its affiliates2. |
Other Relationships
| 2.15. | Party to a voting agreement9 to vote in line with management on proposals being brought to shareholder vote. |
| 2.16. | Has (or an immediate family member6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.10 |
| 2.17. | Founder11 of the company but not currently an employee. |
| 2.18. | Director with pay comparable to Named Executive Officers. |
| 2.19. | Any material12 relationship with the company. |
| 3. | Independent Director |
| 3.1. | No material12 connection to the company other than a board seat. |
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Footnotes:
| 1. | The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director. |
| 2. | “Affiliate” includes a subsidiary, sibling company, or parent company. ISS uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate. |
| 3. | Includes any former CEO of the company prior to the company’s initial public offering (IPO). |
| 4. | When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, ISS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions. |
| 5. | ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. ISS will also consider if a formal search process was under way for a full-time officer at the time. |
| 6. | “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, step-parents, step- children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company. |
| 7. | Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory. |
| 8. | A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, ISS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction). |
| 9. | Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions. |
| 10. | Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board). |
| 11. | The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, ISS may deem him or her an Independent Director. |
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| 12. | For purposes of ISS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal, or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on behalf of shareholders. |
Composition
Attendance at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees who served only part of the fiscal year3) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
| ■ | Medical issues/illness; |
| ■ | Family emergencies; and |
| ■ | Missing only one meeting (when the total of all meetings is three or fewer). |
In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.
If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
Overboarded Directors: Generally vote against or withhold from individual directors who:
| ■ | Sit on more than five public company boards; or |
| ■ | Are CEOs of public companies who sit on the boards of more than two public companies besides their own— withhold only at their outside boards4. |
NOTE: For shareholder meeting reports published on or after February 25th, 2025, Institutional Shareholder Services (ISS) has indefinitely halted the consideration of the gender diversity of a company’s board when making vote recommendations with respect to the election or re-election of directors at U.S. companies covered by these guidelines under its proprietary ISS U.S. Benchmark policy.
Gender Diversity: Generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company’s board. An exception will be made if there was at least one woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.
NOTE: For shareholder meeting reports published on or after February 25th, 2025, Institutional Shareholder Services (ISS) has indefinitely halted the consideration of the racial and/or ethnic diversity of a company’s board
| 3 | Nominees who served for only part of the fiscal year are generally exempted from the attendance policy. | |
| 4 | Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships. |
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when making vote recommendations with respect to the election or re-election of directors at U.S. companies covered under these guidelines under its proprietary ISS U.S. Benchmark policy.
Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members5. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.
Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
| ■ | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are: |
| ■ | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
| ■ | Rationale provided in the proxy statement for the level of implementation; |
| ■ | The subject matter of the proposal; |
| ■ | The level of support for and opposition to the resolution in past meetings; |
| ■ | Actions taken by the board in response to the majority vote and its engagement with shareholders; |
| ■ | The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
| ■ | Other factors as appropriate. |
| ■ | The board failed to act on takeover offers where the majority of shares are tendered; or |
| ■ | At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and/or the say-on-pay proposal when the company’s previous say-on-pay received support of less than 70 percent of votes cast.
Factors that will be considered in assessing board responsiveness include:
| ■ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
| ■ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; and |
| ■ | Disclosure of specific and meaningful actions taken to address shareholders’ concerns. |
If the company discloses meaningful engagement efforts, but in addition states that it was unable to obtain specific feedback, ISS will assess company actions taken in response to the say-on-pay vote as well as the company’s explanation as to why such actions are beneficial for shareholders.
Additional factors that may be considered include:
| ■ | Whether the issues raised are recurring or isolated; |
| ■ | The company’s ownership structure; |
| 5 | Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity. |
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| ■ | Significant corporate activity, such as a recent merger or proxy contest; and | |
| ■ | Any other compensation action or factor considered relevant to assessing board responsiveness. |
If the say-on-pay support level was less than 50 percent of votes cast, this would warrant the highest degree of responsiveness, as assessed under the factors noted above.
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) if the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.
Accountability
Problematic Takeover Defenses, Capital Structure, and Governance Structure
Poison Pills: Generally vote against or withhold from all nominees (except new nominees1, who should be considered case-by-case) if:
| ■ | The company has a poison pill with a deadhand or slowhand feature6; |
| ■ | The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or |
| ■ | The company has a long-term poison pill (with a term of over one year) that was not approved by the public shareholders7. |
Vote case-by-case on nominees if the board adopts an initial short-term pill6 (with a term of one year or less) without shareholder approval, taking into consideration:
| ■ | The trigger threshold and other terms of the pill; |
| ■ | The disclosed rationale for the adoption; |
| ■ | The context in which the pill was adopted, (e.g., factors such as the company’s size and stage of development, sudden changes in its market capitalization, and extraordinary industry-wide or macroeconomic events); |
| ■ | A commitment to put any renewal to a shareholder vote; |
| ■ | The company’s overall track record on corporate governance and responsiveness to shareholders; and |
| ■ | Other factors as relevant. |
Unequal Voting Rights: Generally vote withhold or against directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case), if the company employs a multi-class capital stock structure with unequal voting rights8.
Exceptions to this policy will generally be limited to:
| 6 | If a short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, ISS will generally still recommend withhold/against nominees at the next shareholder meeting following its adoption. | |
| 7 | Approval prior to, or in connection, with a company’s becoming publicly-traded, or in connection with a de-SPAC transaction, is insufficient. | |
| 8 | This generally includes classes of common stock that have additional votes per share than other shares; classes of shares that are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights (“loyalty shares”). |
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| ■ | Newly-public companies9 with a sunset provision of no more than seven years from the date of going public; |
| ■ | Limited Partnerships and the Operating Partnership (OP) unit structure of REITs; |
| ■ | Convertible preferred shares that vote on an “as-converted” basis; |
| ■ | Situations where the enhanced voting rights are limited in duration and applicability, such as where they are intended to overcome low voting turnout and ensure approval of a specific non-controversial agenda item and “mirrored voting” applies; |
| ■ | Situations where the super-voting shares represent less than 5% of total voting power and therefore considered to be de minimis; or |
| ■ | The company provides sufficient protections for minority shareholders, such as allowing minority shareholders a regular binding vote on whether the capital structure should be maintained. |
Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.
Problematic Governance Structure: For companies that hold or held their first annual meeting9 of public shareholders after Feb. 1, 2015, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:
| ■ | Supermajority vote requirements to amend the bylaws or charter; |
| ■ | A classified board structure; or |
| ■ | Other egregious provisions. |
A provision which specifies that the problematic structure(s) will be sunset within seven years of the date of going public will be considered a mitigating factor.
Unless the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.
Unilateral Bylaw/Charter Amendments: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders, considering the following factors:
| ■ | The board’s rationale for adopting the bylaw/charter amendment without shareholder ratification; |
| ■ | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
| ■ | The level of impairment of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter; |
| ■ | The board’s track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
| ■ | The company’s ownership structure; |
| ■ | The company’s existing governance provisions; |
| ■ | The timing of the board’s amendment to the bylaws/charter in connection with a significant business development; and |
| 9 | Includes companies that emerge from bankruptcy, SPAC transactions, spin-offs, direct listings, and those who complete a traditional initial public offering. |
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| ■ | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees1, who should be considered case-by-case) if the directors:
| ■ | Classified the board; |
| ■ | Adopted supermajority vote requirements to amend the bylaws or charter; |
| ■ | Eliminated shareholders’ ability to amend bylaws; |
| ■ | Adopted a fee-shifting provision; or |
| ■ | Adopted another provision deemed egregious. |
Restricting Binding Shareholder Proposals: Generally vote against or withhold from the members of the governance committee if:
| ■ | The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject matter restrictions, or time holding requirements in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis. |
Submission of management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as an insufficient restoration of shareholders’ rights. Generally continue to vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.
Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three-, and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:
| ■ | A classified board structure; |
| ■ | A supermajority vote requirement; |
| ■ | Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections; |
| ■ | The inability of shareholders to call special meetings; |
| ■ | The inability of shareholders to act by written consent; |
| ■ | A multi-class capital structure; and/or |
| ■ | A non-shareholder-approved poison pill. |
Management Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:
| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot; |
| ■ | The board’s rationale for seeking ratification; |
| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail; |
| ■ | Disclosure of shareholder engagement regarding the board’s ratification request; |
| ■ | The level of impairment to shareholders’ rights caused by the existing provision; |
| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings; |
| ■ | Whether the current provision was adopted in response to the shareholder proposal; |
| ■ | The company’s ownership structure; and |
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| ■ | Previous use of ratification proposals to exclude shareholder proposals. |
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
| ■ | The non-audit fees paid to the auditor are excessive; |
| ■ | The company receives an adverse opinion on the company’s financial statements from its auditor; or |
| ■ | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
Vote case-by-case on members of the Audit Committee and potentially the full board if:
| ■ | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices
In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:
| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
| ■ | The company maintains significant problematic pay practices; or |
| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:
| ■ | The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or |
| ■ | The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more consecutive or non-consecutive years/across multiple years) of awarding excessive or otherwise problematic10 non-employee director compensation without disclosing a compelling rationale or other mitigating factors.
Adverse recommendations may be warranted in the first year for particularly egregious director compensation issues/instances/cases10.
Problematic Pledging of Company Stock: Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company stock by executives or directors raises concerns. The following factors will be considered:
| ■ | The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
| ■ | The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
| ■ | Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
| 10 | May include excessive magnitude, problematic perquisites, performance awards, stock options, or retirement benefits. |
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| ■ | Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
| ■ | Any other relevant factors. |
Climate Accountability
For companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain11, generally vote against or withhold from the incumbent chair of the responsible committee (or other directors on a case-by-case basis) in cases where ISS determines that the company is not taking the minimum steps needed to understand, assess, and mitigate risks related to climate change to the company and the larger economy.
Minimum steps to understand and mitigate those risks are considered to be the following. Both minimum criteria will be required to be in alignment with the policy:
| ■ | Detailed disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD), including: |
| ■ | Board governance measures; |
| ■ | Corporate strategy; |
| ■ | Risk management analyses; and |
| ■ | Metrics and targets. |
| ■ | Appropriate GHG emissions reduction targets. |
At this time, “appropriate GHG emissions reductions targets” will be medium-term GHG reduction targets or Net Zero-by-2050 GHG reduction targets for a company’s operations (Scope 1) and electricity use (Scope 2). Targets should cover the vast majority of the company’s direct emissions.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
| ■ | Material failures of governance, stewardship, risk oversight12, or fiduciary responsibilities at the company; |
| ■ | Failure to replace management as appropriate; or |
| ■ | Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
Voting on Director Nominees in Contested Elections
Vote-No Campaigns
General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested
| 11 | Companies defined as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group list. |
| 12 | Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock. |
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elections. Take into consideration the arguments submitted by shareholders and other publicly available information.
Proxy Contests/Proxy Access
General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors:
| ■ | Long-term financial performance of the company relative to its industry; |
| ■ | Management’s track record; |
| ■ | Background to the contested election; |
| ■ | Nominee qualifications and any compensatory arrangements; |
| ■ | Strategic plan of dissident slate and quality of the critique against management; |
| ■ | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
| ■ | Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).
Other Board-Related Proposals
Adopt Anti-Hedging/Pledging/Speculative Investments Policy
General Recommendation: Generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company stock will be considered.
Board Refreshment
Board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.
Term/Tenure Limits
General Recommendation: Vote case-by-case on management proposals regarding director term/tenure limits, considering:
| ■ | The rationale provided for adoption of the term/tenure limit; |
| ■ | The robustness of the company’s board evaluation process; |
| ■ | Whether the limit is of sufficient length to allow for a broad range of director tenures; |
| ■ | Whether the limit would disadvantage independent directors compared to non-independent directors; and |
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| ■ | Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory manner. |
Vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:
| ■ | The scope of the shareholder proposal; and |
| ■ | Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment. |
Age Limits
General Recommendation: Generally vote against management and shareholder proposals to limit the tenure of independent directors through mandatory retirement ages. Vote for proposals to remove mandatory age limits.
Board Size
General Recommendation: Vote for proposals seeking to fix the board size or designate a range for the board size.
Vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Classification/Declassification of the Board
General Recommendation: Vote against proposals to classify (stagger) the board.
Vote for proposals to repeal classified boards and to elect all directors annually.
CEO Succession Planning
General Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning policy, considering, at a minimum, the following factors:
| ■ | The reasonableness/scope of the request; and |
| ■ | The company’s existing disclosure on its current CEO succession planning process. |
Cumulative Voting
General Recommendation: Generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting, unless:
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| ■ | The company has proxy access13, thereby allowing shareholders to nominate directors to the company’s ballot; and |
| ■ | The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections. |
Vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director and Officer Indemnification, Liability Protection, and Exculpation
General Recommendation: Vote case-by-case on proposals on director and officer indemnification, liability protection, and exculpation14.
Consider the stated rationale for the proposed change. Also consider, among other factors, the extent to which the proposal would:
| ■ | Eliminate directors’ and officers’ liability for monetary damages for violating the duty of care; |
| ■ | Eliminate directors’ and officers’ liability for monetary damages for violating the duty of loyalty; |
| ■ | Expand coverage beyond just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness; and |
| ■ | Expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for, at the discretion of the company’s board (i.e., “permissive indemnification”), but that previously the company was not required to indemnify. |
Vote for those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:
| ■ | If the individual was found to have acted in good faith and in a manner that the individual reasonably believed was in the best interests of the company; and |
| ■ | If only the individual’s legal expenses would be covered. |
Establish/Amend Nominee Qualifications
General Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining the board.
Vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:
| 13 | A proxy access right that meets the recommended guidelines. | |
| 14 | Indemnification: the condition of being secured against loss or damage. |
| Limited liability: a person’s financial liability is limited to a fixed sum, or personal financial assets are not at risk if the individual loses a lawsuit that results in financial award/damages to the plaintiff. |
| Exculpation: to eliminate or limit the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer. |
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| ■ | The company’s board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
| ■ | The company’s existing board and management oversight mechanisms regarding the issue for which board oversight is sought; |
| ■ | The company’s disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
| ■ | The scope and structure of the proposal. |
Establish Other Board Committee Proposals
General Recommendation: Generally vote against shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:
| ■ | Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought; |
| ■ | Level of disclosure regarding the issue for which board oversight is sought; |
| ■ | Company performance related to the issue for which board oversight is sought; |
| ■ | Board committee structure compared to that of other companies in its industry sector; and |
| ■ | The scope and structure of the proposal. |
Filling Vacancies/Removal of Directors
General Recommendation: Vote against proposals that provide that directors may be removed only for cause.
Vote for proposals to restore shareholders’ ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote for proposals that permit shareholders to elect directors to fill board vacancies.
Independent Board Chair
General Recommendation: Generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following:
| ■ | The scope and rationale of the proposal; |
| ■ | The company’s current board leadership structure; |
| ■ | The company’s governance structure and practices; |
| ■ | Company performance; and |
| ■ | Any other relevant factors that may be applicable. |
The following factors will increase the likelihood of a “for” recommendation:
| ■ | A majority non-independent board and/or the presence of non-independent directors on key board committees; |
| ■ | A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role; |
| ■ | The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair; |
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| ■ | Evidence that the board has failed to oversee and address material risks facing the company; |
| ■ | A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or |
| ■ | Evidence that the board has failed to intervene when management’s interests are contrary to shareholders’ interests. |
Majority of Independent Directors/Establishment of Independent Committees
General Recommendation: Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’ definition of Independent Director (See ISS’ Classification of Directors.)
Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors unless they currently meet that standard.
Majority Vote Standard for the Election of Directors
General Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. Vote against if no carve-out for a plurality vote standard in contested elections is included.
Generally vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve- out for a plurality vote standard when there are more nominees than board seats.
Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.
Proxy Access
General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions:
| ■ | Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
| ■ | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
| ■ | Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; and |
| ■ | Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access. Generally vote against proposals that are more restrictive than these guidelines.
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Require More Nominees than Open Seats
General Recommendation: Vote against shareholder proposals that would require a company to nominate more candidates than the number of open board seats.
Shareholder Engagement Policy (Shareholder Advisory Committee)
General Recommendation: Generally vote for shareholder proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate:
| ■ | Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board; |
| ■ | Effectively disclosed information with respect to this structure to its shareholders; |
| ■ | Company has not ignored majority-supported shareholder proposals, or a majority withhold vote on a director nominee; and |
| ■ | The company has an independent chair or a lead director, according to ISS’ definition. This individual must be made available for periodic consultation and direct communication with major shareholders. |
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| 2. | Audit-Related |
Auditor Indemnification and Limitation of Liability
General Recommendation: Vote case-by-case on the issue of auditor indemnification and limitation of liability. Factors to be assessed include, but are not limited to:
| ■ | The terms of the auditor agreement—the degree to which these agreements impact shareholders’ rights; |
| ■ | The motivation and rationale for establishing the agreements; |
| ■ | The quality of the company’s disclosure; and |
| ■ | The company’s historical practices in the audit area. |
Vote against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
Auditor Ratification
General Recommendation: Vote for proposals to ratify auditors unless any of the following apply:
| ■ | An auditor has a financial interest in or association with the company, and is therefore not independent; |
| ■ | There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position; |
| ■ | Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP; or |
| ■ | Fees for non-audit services (“Other” fees) are excessive. |
Non-audit fees are excessive if:
| ■ | Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees |
Tax compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other” fees.
In circumstances where “Other” fees include fees related to significant one-time capital structure events (such as initial public offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
Shareholder Proposals Limiting Non-Audit Services
General Recommendation: Vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.
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Shareholder Proposals on Audit Firm Rotation
General Recommendation: Vote case-by-case on shareholder proposals asking for audit firm rotation, taking into account:
| ■ | The tenure of the audit firm; |
| ■ | The length of rotation specified in the proposal; |
| ■ | Any significant audit-related issues at the company; |
| ■ | The number of Audit Committee meetings held each year; |
| ■ | The number of financial experts serving on the committee; and |
| ■ | Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price. |
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| 3. | Shareholder Rights & Defenses |
Advance Notice Requirements for Shareholder Proposals/Nominations
General Recommendation: Vote case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review.
To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period (also known as a 90-120-day window). The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline.
In general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.
Amend Bylaws without Shareholder Consent
General Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws.
Vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders, taking into account the following:
| ■ | Any impediments to shareholders’ ability to amend the bylaws (i.e. supermajority voting requirements); |
| ■ | The company’s ownership structure and historical voting turnout; |
| ■ | Whether the board could amend bylaws adopted by shareholders; and |
| ■ | Whether shareholders would retain the ability to ratify any board-initiated amendments. |
Control Share Acquisition Provisions
General Recommendation: Vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.
Vote against proposals to amend the charter to include control share acquisition provisions.
Vote for proposals to restore voting rights to the control shares.
Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.
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Control Share Cash-Out Provisions
General Recommendation: Vote for proposals to opt out of control share cash-out statutes.
Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
Disgorgement Provisions
General Recommendation: Vote for proposals to opt out of state disgorgement provisions.
Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company’s stock to disgorge, or pay back, to the company any profits realized from the sale of that company’s stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor’s gaining control status are subject to these recapture-of-profits provisions.
Fair Price Provisions
General Recommendation: Vote case-by-case on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.
Generally vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Freeze-Out Provisions
General Recommendation: Vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.
Greenmail
General Recommendation: Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.
Vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
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Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.
Shareholder Litigation Rights
Federal Forum Selection Provisions
Federal forum selection provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal securities law.
General Recommendation: Generally vote for federal forum selection provisions in the charter or bylaws that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.
Vote against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
Exclusive Forum Provisions for State Law Matters
Exclusive forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).
General Recommendation: Generally vote for charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.
For states other than Delaware, vote case-by-case on exclusive forum provisions, taking into consideration:
| ■ | The company’s stated rationale for adopting such a provision; |
| ■ | Disclosure of past harm from duplicative shareholder lawsuits in more than one forum; |
| ■ | The breadth of application of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and |
| ■ | Governance features such as shareholders’ ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state; unilateral adoption of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
Fee shifting
Fee-shifting provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant corporation and its directors and officers.
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General Recommendation: Generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful).
Unilateral adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments policy.
Net Operating Loss (NOL) Protective Amendments
General Recommendation: Vote against proposals to adopt a protective amendment for the stated purpose of protecting a company’s net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL.
Vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:
| ■ | The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder); |
| ■ | The value of the NOLs; |
| ■ | Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL); |
| ■ | The company’s existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
| ■ | Any other factors that may be applicable. |
Poison Pills (Shareholder Rights Plans)
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy
General Recommendation: Vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:
| ■ | Shareholders have approved the adoption of the plan; or |
| ■ | The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate. |
If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.
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Management Proposals to Ratify a Poison Pill
General Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:
| ■ | No lower than a 20 percent trigger, flip-in or flip-over; |
| ■ | A term of no more than three years; |
| ■ | No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem the pill; and |
| ■ | Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill. |
In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
General Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting a company’s net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.
Vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
| ■ | The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent); |
| ■ | The value of the NOLs; |
| ■ | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
| ■ | The company’s existing governance structure, including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
| ■ | Any other factors that may be applicable. |
Proxy Voting Disclosure, Confidentiality, and Tabulation
General Recommendation: Vote case-by-case on proposals regarding proxy voting mechanics, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions and/or broker non-votes in the company’s vote-counting methodology.
While a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy voting process. The factors considered, as applicable to the proposal, may include:
| ■ | The scope and structure of the proposal; |
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| ■ | The company’s stated confidential voting policy (or other relevant policies) and whether it ensures a “level playing field” by providing shareholder proponents with equal access to vote information prior to the annual meeting; |
| ■ | The company’s vote standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and maintains the integrity of vote results; |
| ■ | Whether the company’s disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals are consistent and clear; |
| ■ | Any recent controversies or concerns related to the company’s proxy voting mechanics; |
| ■ | Any unintended consequences resulting from implementation of the proposal; and |
| ■ | Any other factors that may be relevant. |
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions
General Recommendation: Generally vote against management proposals to ratify provisions of the company’s existing charter or bylaws, unless these governance provisions align with best practice.
In addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted, considering:
| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot; |
| ■ | The board’s rationale for seeking ratification; |
| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail; |
| ■ | Disclosure of shareholder engagement regarding the board’s ratification request; |
| ■ | The level of impairment to shareholders’ rights caused by the existing provision; |
| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings; |
| ■ | Whether the current provision was adopted in response to the shareholder proposal; |
| ■ | The company’s ownership structure; and |
| ■ | Previous use of ratification proposals to exclude shareholder proposals. |
Reimbursing Proxy Solicitation Expenses
General Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses.
When voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election.
Generally vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:
| ■ | The election of fewer than 50 percent of the directors to be elected is contested in the election; |
| ■ | One or more of the dissident’s candidates is elected; |
| ■ | Shareholders are not permitted to cumulate their votes for directors; and |
| ■ | The election occurred, and the expenses were incurred, after the adoption of this bylaw. |
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Reincorporation Proposals
General Recommendation: Management or shareholder proposals to change a company’s state of incorporation should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following:
| ■ | Reasons for reincorporation; |
| ■ | Comparison of company’s governance practices and provisions prior to and following the reincorporation; and |
| ■ | Comparison of corporation laws of original state and destination state. |
Vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder Ability to Act by Written Consent
General Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit shareholders’ ability to act by written consent.
Generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:
| ■ | Shareholders’ current right to act by written consent; |
| ■ | The consent threshold; |
| ■ | The inclusion of exclusionary or prohibitive language; |
| ■ | Investor ownership structure; and |
| ■ | Shareholder support of, and management’s response to, previous shareholder proposals. |
Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:
| ■ | An unfettered15 right for shareholders to call special meetings at a 10 percent threshold; |
| ■ | A majority vote standard in uncontested director elections; |
| ■ | No non-shareholder-approved pill; and |
| ■ | An annually elected board. |
Shareholder Ability to Call Special Meetings
General Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.
Generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:
| ■ | Shareholders’ current right to call special meetings; |
| 15 | “Unfettered” means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting. |
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| ■ | Minimum ownership threshold necessary to call special meetings (10 percent preferred); |
| ■ | The inclusion of exclusionary or prohibitive language; |
| ■ | Investor ownership structure; and |
| ■ | Shareholder support of, and management’s response to, previous shareholder proposals. |
Stakeholder Provisions
General Recommendation: Vote against proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.
State Antitakeover Statutes
General Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions).
Supermajority Vote Requirements
General Recommendation: Vote against proposals to require a supermajority shareholder vote.
Vote for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote case-by-case, taking into account:
| ■ | Ownership structure; |
| ■ | Quorum requirements; and |
| ■ | Vote requirements. |
Virtual Shareholder Meetings
General Recommendation: Generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only16 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.
Vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:
| ■ | Scope and rationale of the proposal; and |
| ■ | Concerns identified with the company’s prior meeting practices. |
| 16 | Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting. |
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| 4. | Capital/Restructuring |
Capital
Adjustments to Par Value of Common Stock
General Recommendation: Vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action.
Vote for management proposals to eliminate par value.
Common Stock Authorization
General Authorization Requests
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of common stock that are to be used for general corporate purposes:
| ■ | If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized share; |
| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares; |
| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current share usage; or |
| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
| ■ | The proposal seeks to increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes; |
| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
| ■ | The company has a non-shareholder approved poison pill (including an NOL pill); or |
| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
| ■ | In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
| ■ | A government body has in the past year required the company to increase its capital ratios. |
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For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
Specific Authorization Requests
General Recommendation: Generally vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of:
| ■ | twice the amount needed to support the transactions on the ballot, and |
| ■ | the allowable increase as calculated for general issuances above. |
Dual Class Structure
General Recommendation: Generally vote against proposals to create a new class of common stock unless:
| ■ | The company discloses a compelling rationale for the dual-class capital structure, such as: |
| ■ | The company’s auditor has concluded that there is substantial doubt about the company’s ability to continue as a going concern; or |
| ■ | The new class of shares will be transitory; |
| ■ | The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
| ■ | The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
Issue Stock for Use with Rights Plan
General Recommendation: Vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill).
Preemptive Rights
General Recommendation: Vote case-by-case on shareholder proposals that seek preemptive rights, taking into consideration:
| ■ | The size of the company; |
| ■ | The shareholder base; and |
| ■ | The liquidity of the stock. |
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Preferred Stock Authorization
General Authorization Requests
General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of preferred stock that are to be used for general corporate purposes:
| ■ | If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares; |
| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares; |
| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current share usage. |
| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization; or |
| ■ | If no preferred shares are currently issued and outstanding, vote against the request, unless the company discloses a specific use for the shares. |
Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:
| ■ | If the shares requested are blank check preferred shares that can be used for antitakeover purposes;17 |
| ■ | The company seeks to increase a class of non-convertible preferred shares entitled to more than one vote per share on matters that do not solely affect the rights of preferred stockholders “supervoting shares”); |
| ■ | The company seeks to increase a class of convertible preferred shares entitled to a number of votes greater than the number of common shares into which they are convertible (“supervoting shares”) on matters that do not solely affect the rights of preferred stockholders; |
| ■ | The stated intent of the increase in the general authorization is to allow the company to increase an existing designated class of supervoting preferred shares; |
| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization; |
| ■ | The company has a non-shareholder approved poison pill (including an NOL pill); and |
| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval. |
However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:
| ■ | In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern; |
| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
| ■ | A government body has in the past year required the company to increase its capital ratios. |
For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.
| 17 | To be acceptable, appropriate disclosure would be needed that the shares are “declawed”: i.e., representation by the board that it will not, without prior stockholder approval, issue or use the preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any stockholder rights plan. |
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Specific Authorization Requests
General Recommendation: Generally vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of:
| ■ | twice the amount needed to support the transactions on the ballot, and |
| ■ | the allowable increase as calculated for general issuances above. |
Recapitalization Plans
General Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following:
| ■ | More simplified capital structure; |
| ■ | Enhanced liquidity; |
| ■ | Fairness of conversion terms; |
| ■ | Impact on voting power and dividends; |
| ■ | Reasons for the reclassification; |
| ■ | Conflicts of interest; and |
| ■ | Other alternatives considered. |
Reverse Stock Splits
General Recommendation: Vote for management proposals to implement a reverse stock split if:
| ■ | The number of authorized shares will be proportionately reduced; or |
| ■ | The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy. |
Vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:
| ■ | Stock exchange notification to the company of a potential delisting; |
| ■ | Disclosure of substantial doubt about the company’s ability to continue as a going concern without additional financing; |
| ■ | The company’s rationale; or |
| ■ | Other factors as applicable. |
Share Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S.
General Recommendation: For U.S. domestic issuers incorporated outside the U.S. and listed solely on a U.S. exchange, generally vote for resolutions to authorize the issuance of common shares up to 20 percent of currently issued common share capital, where not tied to a specific transaction or financing proposal.
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For pre-revenue or other early-stage companies that are heavily reliant on periodic equity financing, generally vote for resolutions to authorize the issuance of common shares up to 50 percent of currently issued common share capital. The burden of proof will be on the company to establish that it has a need for the higher limit.
Renewal of such mandates should be sought at each year’s annual meeting.
Vote case-by-case on share issuances for a specific transaction or financing proposal.
Share Repurchase Programs
General Recommendation: For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open- market repurchases, in the absence of company-specific concerns regarding:
| ■ | Greenmail; |
| ■ | The use of buybacks to inappropriately manipulate incentive compensation metrics; |
| ■ | Threats to the company’s long-term viability; or |
| ■ | Other company-specific factors as warranted. |
Vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.
Share Repurchase Programs Shareholder Proposals
General Recommendation: Generally vote against shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.
Stock Distributions: Splits and Dividends
General Recommendation: Generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with ISS’ Common Stock Authorization policy.
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Tracking Stock
General Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as:
| ■ | Adverse governance changes; |
| ■ | Excessive increases in authorized capital stock; |
| ■ | Unfair method of distribution; |
| ■ | Diminution of voting rights; |
| ■ | Adverse conversion features; |
| ■ | Negative impact on stock option plans; and |
| ■ | Alternatives such as spin-off. |
Restructuring
Appraisal Rights
General Recommendation: Vote for proposals to restore or provide shareholders with rights of appraisal.
Asset Purchases
General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors:
| ■ | Purchase price; |
| ■ | Fairness opinion; |
| ■ | Financial and strategic benefits; |
| ■ | How the deal was negotiated; |
| ■ | Conflicts of interest; |
| ■ | Other alternatives for the business; and |
| ■ | Non-completion risk. |
Asset Sales
General Recommendation: Vote case-by-case on asset sales, considering the following factors:
| ■ | Impact on the balance sheet/working capital; |
| ■ | Potential elimination of diseconomies; |
| ■ | Anticipated financial and operating benefits; |
| ■ | Anticipated use of funds; |
| ■ | Value received for the asset; |
| ■ | Fairness opinion; |
| ■ | How the deal was negotiated; and |
| ■ | Conflicts of interest. |
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Bundled Proposals
General Recommendation: Vote case-by-case on bundled or “conditional” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.
Conversion of Securities
General Recommendation: Vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.
Vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
General Recommendation: Vote case-by-case on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, after evaluating:
| ■ | Dilution to existing shareholders’ positions; |
| ■ | Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy; |
| ■ | Financial issues - company’s financial situation; degree of need for capital; use of proceeds; effect of the financing on the company’s cost of capital; |
| ■ | Management’s efforts to pursue other alternatives; |
| ■ | Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions; and |
| ■ | Conflict of interest - arm’s length transaction, managerial incentives. |
Vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding Company
General Recommendation: Vote case-by-case on proposals regarding the formation of a holding company, taking into consideration the following:
| ■ | The reasons for the change; |
| ■ | Any financial or tax benefits; |
| ■ | Regulatory benefits; |
| ■ | Increases in capital structure; and |
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| ■ | Changes to the articles of incorporation or bylaws of the company. |
Absent compelling financial reasons to recommend for the transaction, vote against the formation of a holding company if the transaction would include either of the following:
| ■ | Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”); or |
| ■ | Adverse changes in shareholder rights. |
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
General Recommendation: Vote case-by-case on going private transactions, taking into account the following:
| ■ | Offer price/premium; |
| ■ | Fairness opinion; |
| ■ | How the deal was negotiated; |
| ■ | Conflicts of interest; |
| ■ | Other alternatives/offers considered; and |
| ■ | Non-completion risk. |
Vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
| ■ | Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); and |
| ■ | Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
| ■ | Are all shareholders able to participate in the transaction? |
| ■ | Will there be a liquid market for remaining shareholders following the transaction? |
| ■ | Does the company have strong corporate governance? |
| ■ | Will insiders reap the gains of control following the proposed transaction? and |
| ■ | Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Joint Ventures
General Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account the following:
| ■ | Percentage of assets/business contributed; |
| ■ | Percentage ownership; |
| ■ | Financial and strategic benefits; |
| ■ | Governance structure; |
| ■ | Conflicts of interest; |
| ■ | Other alternatives; and |
| ■ | Non-completion risk. |
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Liquidations
General Recommendation: Vote case-by-case on liquidations, taking into account the following:
| ■ | Management’s efforts to pursue other alternatives; |
| ■ | Appraisal value of assets; and |
| ■ | The compensation plan for executives managing the liquidation. |
Vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
| ■ | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
| ■ | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
| ■ | Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
| ■ | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
| ■ | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
Private Placements/Warrants/Convertible Debentures
General Recommendation: Vote case-by-case on proposals regarding private placements, warrants, and convertible debentures taking into consideration:
| ■ | Dilution to existing shareholders’ position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although newly issued common stock, absent preemptive rights, is typically dilutive to existing shareholders, share price |
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appreciation is often the necessary event to trigger the exercise of “out of the money” warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the company’s stock price that must occur to trigger the dilutive event.
| ■ | Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy): |
| ■ | The terms of the offer should be weighed against the alternatives of the company and in light of company’s financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of private placement. |
| ■ | When evaluating the magnitude of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity, information asymmetry, and anticipation of future performance. |
| ■ | Financial issues: |
| ■ | The company’s financial condition; |
| ■ | Degree of need for capital; |
| ■ | Use of proceeds; |
| ■ | Effect of the financing on the company’s cost of capital; |
| ■ | Current and proposed cash burn rate; and |
| ■ | Going concern viability and the state of the capital and credit markets. |
| ■ | Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger, or sale of part or all of the company. |
| ■ | Control issues: |
| ■ | Change in management; |
| ■ | Change in control; |
| ■ | Guaranteed board and committee seats; |
| ■ | Standstill provisions; |
| ■ | Voting agreements; |
| ■ | Veto power over certain corporate actions; and |
| ■ | Minority versus majority ownership and corresponding minority discount or majority control premium. |
| ■ | Conflicts of interest: |
| ■ | Conflicts of interest should be viewed from the perspective of the company and the investor; and |
| ■ | Were the terms of the transaction negotiated at arm’s length? Are managerial incentives aligned with shareholder interests? |
| ■ | Market reaction: |
| ■ | The market’s response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
Vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.
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Reorganization/Restructuring Plan (Bankruptcy)
General Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to:
| ■ | Estimated value and financial prospects of the reorganized company; |
| ■ | Percentage ownership of current shareholders in the reorganized company; |
| ■ | Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee); |
| ■ | The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s); |
| ■ | Existence of a superior alternative to the plan of reorganization; and |
| ■ | Governance of the reorganized company. |
Special Purpose Acquisition Corporations (SPACs)
General Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following:
| ■ | Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target if it is a private entity. |
| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
| ■ | Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date. |
| ■ | Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors. |
| ■ | Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24-month timeframe. |
| ■ | Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights? |
| ■ | Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
The main purpose of SPACs is to identify and acquire a viable target within a specified timeframe, and failure to achieve this objective within the allotted time calls into question management’s ability to execute its primary objective. The end of that timeframe is generally referred to as the termination date.
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General Recommendation: Generally support requests to extend the termination date by up to one year from the SPAC’s original termination date (inclusive of any built-in extension options, and accounting for prior extension requests).
Other factors that may be considered include: any added incentives, business combination status, other amendment terms, and, if applicable, use of money in the trust fund to pay excise taxes on redeemed shares.
Spin-offs
General Recommendation: Vote case-by-case on spin-offs, considering:
| ■ | Tax and regulatory advantages; |
| ■ | Planned use of the sale proceeds; |
| ■ | Valuation of spinoff; |
| ■ | Fairness opinion; |
| ■ | Benefits to the parent company; |
| ■ | Conflicts of interest; |
| ■ | Managerial incentives; |
| ■ | Corporate governance changes; and |
| ■ | Changes in the capital structure. |
Value Maximization Shareholder Proposals
General Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value by:
| ■ | Hiring a financial advisor to explore strategic alternatives; |
| ■ | Selling the company; or |
| ■ | Liquidating the company and distributing the proceeds to shareholders. |
These proposals should be evaluated based on the following factors:
| ■ | Prolonged poor performance with no turnaround in sight; |
| ■ | Signs of entrenched board and management (such as the adoption of takeover defenses); |
| ■ | Strategic plan in place for improving value; |
| ■ | Likelihood of receiving reasonable value in a sale or dissolution; and |
| ■ | The company actively exploring its strategic options, including retaining a financial advisor. |
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| 5. | Compensation |
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
| 1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
| 2. | Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
| 3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed); |
| 4. | Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; and |
| 5. | Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)
General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.
Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:
| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance); |
| ■ | The company maintains significant problematic pay practices; or |
| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Vote against or withhold from the members of the Compensation Committee and potentially the full board if:
| ■ | There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for- performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
| ■ | The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
| ■ | The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or |
| ■ | The situation is egregious. |
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Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the S&P1500, Russell 3000, or Russell 3000E Indices, this analysis considers the following:
| 1. | Peer Group18 Alignment: |
| ■ | The degree of alignment between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over a five-year period. |
| ■ | The rankings of CEO total pay and company financial performance within a peer group, each measured over a five-year period. |
| ■ | The multiple of the CEO’s total pay relative to the peer group median over one- and three-year periods. |
| 2. | Absolute Alignment19 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, a misalignment between pay and performance is otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to an evaluation of how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
| ■ | The overall ratio of performance-based compensation to fixed or discretionary pay; |
| ■ | The ratio of performance- to time-based long-term incentive awards; |
| ■ | Vesting and/or retention requirements for equity awards that demonstrate a long-term focus; |
| ■ | The rigor of performance goals; |
| ■ | The complexity and risks around pay program design; |
| ■ | The transparency and clarity of disclosure; |
| ■ | The company’s peer group benchmarking practices; |
| ■ | Financial/operational results, both absolute and relative to peers; |
| ■ | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
| ■ | Realizable and/or realized pay compared to granted pay; and |
| ■ | Any other factors deemed relevant. |
Problematic Pay Practices
Problematic pay elements are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. The focus is on executive compensation practices that contravene the global pay principles, including:
| ■ | Problematic practices related to non-performance-based compensation elements; |
| ■ | Incentives that may motivate excessive risk-taking or present a windfall risk; and |
| 18 | The ISS peer group is generally comprised of 14-24 companies that are selected using factors such as market cap, revenue, assets, GICS industry group, and the company selected peers’ GICS industry group. ISS’ peer selection methodology is detailed in the U.S. Peer Group FAQ. | |
| 19 | Russell 3000E Index companies (excluding S&P1500 and Russell 3000 companies) are not subject to the Absolute Alignment analysis. |
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| ■ | Pay decisions that circumvent pay-for-performance, such as options backdating or waiving performance requirements. |
The list of examples below highlights certain problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
| ■ | Repricing or replacing of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
| ■ | Extraordinary perquisites or tax gross-ups; |
| ■ | New or materially amended agreements that provide for: |
| ■ | Excessive termination or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
| ■ | CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in connection with a problematic Good Reason definition; |
| ■ | CIC excise tax gross-up entitlements (including “modified” gross-ups); and/or |
| ■ | Multi-year guaranteed awards that are not at risk due to rigorous performance conditions; |
| ■ | Liberal CIC definition combined with any single-trigger CIC benefits; |
| ■ | Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI’s executives is not possible; |
| ■ | Severance payments made when the termination is not clearly disclosed as involuntary (for example, a termination without cause or resignation for good reason); and/or |
| ■ | Any other provision or practice deemed to be egregious and present a significant risk to investors. |
The above examples are not an exhaustive list. Please refer to ISS’ U.S. Compensation Policies FAQ document for additional detail on specific pay practices that have been identified as problematic and may lead to negative vote recommendations.
Options Backdating
The following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:
| ■ | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
| ■ | Duration of options backdating; |
| ■ | Size of restatement due to options backdating; |
| ■ | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
| ■ | Adoption of a grant policy that prohibits backdating and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:
| ■ | Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
| ■ | Failure to adequately respond to the company’s previous say-on-pay proposal that received low support taking into account the factors identified under the Responsiveness section in the Board of Directors policy with respect to say-on-pay. |
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Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)
General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs.
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
General Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers but also considering new or extended arrangements.
Features that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):
| ■ | Single- or modified-single-trigger cash severance; |
| ■ | Single-trigger acceleration of unvested equity awards; |
| ■ | Full acceleration of equity awards granted shortly before the change in control; |
| ■ | Acceleration of performance awards above the target level of performance without compelling rationale; |
| ■ | Excessive cash severance (generally >3x base salary and bonus); |
| ■ | Excise tax gross-ups triggered and payable; |
| ■ | Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or |
| ■ | Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or |
| ■ | The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.
In cases where the golden parachute vote is incorporated into a company’s advisory vote on compensation (management say-on-pay), ISS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans
Please refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.
General Recommendation: Vote case-by-case on equity plan proposals subject to the Equity Plan Scorecard framework, where positive factors may counterbalance negative factors under three pillars:
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I. Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
| ■ | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
| ■ | SVT based only on new shares requested plus shares remaining for future grants. |
II. Plan Features:
| ■ | Quality of disclosure around vesting upon a change in control (CIC); |
| ■ | Discretionary vesting authority; |
| ■ | Liberal share recycling on various award types; |
| ■ | Lack of minimum vesting period for grants made under the plan; |
| ■ | Dividends payable prior to award vesting; and | |
| ■ | Cash-denominated award limits for non-employee directors. |
III. Grant Practices:
| ■ | The company’s three-year burn rate relative to its industry/market cap peers; |
| ■ | Vesting requirements in CEO’s recent equity grants; | |
| ■ | The estimated duration of the plan; |
| ■ | The proportion of the CEO’s most recent equity grants/awards classified by ISS as performance-based; |
| ■ | Whether the company maintains a sufficient claw-back policy; and |
| ■ | Whether the company maintains sufficient post-exercise/vesting share-holding requirements. |
Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests, or if any of the following egregious factors (“overriding factors”) apply:
| ■ | Awards may vest in connection with a liberal change-of-control definition; |
| ■ | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
| ■ | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; |
| ■ | The plan is excessively dilutive to shareholders’ holdings; |
| ■ | The plan contains an evergreen (automatic share replenishment) feature; |
| ■ | The plan lacks sufficient positive features under the Plan Features pillar; or |
| ■ | Any other factors that are determined to have a significant negative impact on shareholder interests. |
Further Information on certain EPSC Factors:
Shareholder Value Transfer (SVT)
The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued.
For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full-value awards), the assumption is made that all awards to be granted will be the most expensive types.
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For proposals that are not subject to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company- specific performance measures, size, and cash compensation into the industry cap equations to arrive at the company’s benchmark.20
Three-Year Value-Adjusted Burn Rate
A “Value-Adjusted Burn Rate” is used for stock plan evaluations. Value-Adjusted Burn Rate benchmarks are calculated as the greater of: (1) an industry-specific threshold based on three-year burn rates within the company’s GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500) and non-Russell 3000 index; and (2) a de minimis threshold established separately for each of the S&P 500, the Russell 3000 index less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes will be limited to a predetermined range above or below the prior year’s burn-rate benchmark.
The Value-Adjusted Burn Rate is calculated as follows:
Value-Adjusted Burn Rate = ((# of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock price)) / (Weighted average common shares * stock price).
Egregious Factors
Liberal Change in Control Definition
Generally vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal definition of change in control, even though an actual change in control may not occur. Examples of such a definition include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.
Repricing Provisions
Vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. “Repricing” typically includes the ability to do any of the following:
| ■ | Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; |
| ■ | Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; |
| ■ | Cancel underwater options in exchange for stock awards; or |
| ■ | Provide cash buyouts of underwater options. |
| 20 | For plans evaluated under the Equity Plan Scorecard policy, the company’s SVT benchmark is considered along with other factors. |
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While the above cover most types of repricing, ISS may view other provisions as akin to repricing depending on the facts and circumstances.
Also, vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing so.
Problematic Pay Practices or Significant Pay-for-Performance Disconnect
If the equity plan on the ballot is a vehicle for problematic pay practices, vote against the plan.
ISS may recommend a vote against the equity plan if the plan is determined to be a vehicle for pay-for- performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:
| ■ | Severity of the pay-for-performance misalignment; |
| ■ | Whether problematic equity grant practices are driving the misalignment; and/or |
| ■ | Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs. |
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
General Recommendation: Vote case-by-case on amendments to cash and equity incentive plans.
Generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| ■ | Addresses administrative features only; or |
| ■ | Seeks approval for Section 162(m) purposes only, and the plan administering committee consists entirely of independent directors, per ISS’ Classification of Directors. Note that if the company is presenting the plan to shareholders for the first time for any reason (including after the company’s initial public offering), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below). |
Vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| ■ | Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent directors, per ISS’ Classification of Directors. |
Vote case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first time after the company’s IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes.
Vote case-by-case on all other proposals to amend equity incentive plans, considering the following:
| ■ | If the proposal requests additional shares and/or the amendments include a term extension or addition of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments; |
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| ■ | If the plan is being presented to shareholders for the first time (including after the company’s IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments; and |
| ■ | If there is no request for additional shares and the amendments do not include a term extension or addition of full value awards as an award type, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational purposes. |
In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.
Specific Treatment of Certain Award Types in Equity Plan Evaluations
Dividend Equivalent Rights
Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.
Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.
Other Compensation Plans
401(k) Employee Benefit Plans
General Recommendation: Vote for proposals to implement a 401(k) savings plan for employees.
Employee Stock Ownership Plans (ESOPs)
General Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).
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Employee Stock Purchase Plans—Qualified Plans
General Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee stock purchase plans where all of the following apply:
| ■ | Purchase price is at least 85 percent of fair market value; |
| ■ | Offering period is 27 months or less; and |
| ■ | The number of shares allocated to the plan is 10 percent or less of the outstanding shares. |
Vote against qualified employee stock purchase plans where when the plan features do not meet all of the above criteria.
Employee Stock Purchase Plans—Non-Qualified Plans
General Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified employee stock purchase plans with all the following features:
| ■ | Broad-based participation; |
| ■ | Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; |
| ■ | Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and |
| ■ | No discount on the stock price on the date of purchase when there is a company matching contribution. |
Vote against nonqualified employee stock purchase plans when the plan features do not meet all of the above criteria. If the matching contribution or effective discount exceeds the above, ISS may evaluate the SVT cost of the plan as part of the assessment.
Option Exchange Programs/Repricing Options
General Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration:
| ■ | Historic trading patterns--the stock price should not be so volatile that the options are likely to be back “in- the-money” over the near term; |
| ■ | Rationale for the re-pricing--was the stock price decline beyond management’s control?; |
| ■ | Is this a value-for-value exchange?; |
| ■ | Are surrendered stock options added back to the plan reserve?; |
| ■ | Timing--repricing should occur at least one year out from any precipitous drop in company’s stock price; |
| ■ | Option vesting--does the new option vest immediately or is there a black-out period?; |
| ■ | Term of the option--the term should remain the same as that of the replaced option; |
| ■ | Exercise price--should be set at fair market or a premium to market; and |
| ■ | Participants--executive officers and directors must be excluded. |
If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total cost of equity plans and its three-year average burn rate.
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In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Vote for shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
General Recommendation: Vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock.
Vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
Vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, ISS will not make any adjustments to carve out the in-lieu-of cash compensation.
Transfer Stock Option (TSO) Programs
General Recommendation: One-time Transfers: Vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval.
Vote case-by-case on one-time transfers. Vote for if:
| ■ | Executive officers and non-employee directors are excluded from participating; |
| ■ | Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; and |
| ■ | There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the- money” over the near term.
Ongoing TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure, and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
| ■ | Eligibility; |
| ■ | Vesting; |
| ■ | Bid-price; |
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| ■ | Term of options; |
| ■ | Cost of the program and impact of the TSOs on company’s total option expense; and |
| ■ | Option repricing policy. |
Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.
Director Compensation
Shareholder Ratification of Director Pay Programs
General Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors:
| ■ | If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and |
| ■ | An assessment of the following qualitative factors: |
| ■ | The relative magnitude of director compensation as compared to companies of a similar profile; |
| ■ | The presence of problematic pay practices relating to director compensation; |
| ■ | Director stock ownership guidelines and holding requirements; |
| ■ | Equity award vesting schedules; |
| ■ | The mix of cash and equity-based compensation; |
| ■ | Meaningful limits on director compensation; |
| ■ | The availability of retirement benefits or perquisites; and |
| ■ | The quality of disclosure surrounding director compensation. |
Equity Plans for Non-Employee Directors
General Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on:
| ■ | The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
| ■ | The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances); and |
| ■ | The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk). |
On occasion, non-employee director stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive stock plans. In such cases, vote case-by-case on the plan taking into consideration the following qualitative factors:
| ■ | The relative magnitude of director compensation as compared to companies of a similar profile; |
| ■ | The presence of problematic pay practices relating to director compensation; |
| ■ | Director stock ownership guidelines and holding requirements; |
| ■ | Equity award vesting schedules; |
| ■ | The mix of cash and equity-based compensation; |
| ■ | Meaningful limits on director compensation; |
| ■ | The availability of retirement benefits or perquisites; and |
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| ■ | The quality of disclosure surrounding director compensation. |
Non-Employee Director Retirement Plans
General Recommendation: Vote against retirement plans for non-employee directors. Vote for shareholder proposals to eliminate retirement plans for non-employee directors.
Shareholder Proposals on Compensation
Bonus Banking/Bonus Banking “Plus”
General Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors:
| ■ | The company’s past practices regarding equity and cash compensation; |
| ■ | Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and |
| ■ | Whether the company has a rigorous claw-back policy in place. |
Compensation Consultants—Disclosure of Board or Company’s Utilization
General Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid.
Disclosure/Setting Levels or Types of Compensation for Executives and Directors
General Recommendation: Generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.
Generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation (such as types of compensation elements or specific metrics) to be used for executive or directors.
Generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into account relevant factors, including but not limited to: company performance, pay level and design versus peers, history of
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compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive nature of the proposal.
Golden Coffins/Executive Death Benefits
General Recommendation: Generally vote for proposals calling for companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible.
Hold Equity Past Retirement or for a Significant Period of Time
General Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will be taken into account:
| ■ | The percentage/ratio of net shares required to be retained; |
| ■ | The time period required to retain the shares; |
| ■ | Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements; |
| ■ | Whether the company has any other policies aimed at mitigating risk taking by executives; |
| ■ | Executives’ actual stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s existing requirements; and |
| ■ | Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus. |
Pay Disparity
General Recommendation: Vote case-by-case on proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The following factors will be considered:
| ■ | The company’s current level of disclosure of its executive compensation setting process, including how the company considers pay disparity; |
| ■ | If any problematic pay practices or pay-for-performance concerns have been identified at the company; and |
| ■ | The level of shareholder support for the company’s pay programs. |
Generally vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific way to set or limit executive pay.
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Pay for Performance/Performance-Based Awards
General Recommendation: Vote case-by-case on shareholder proposals requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:
| ■ | First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options, or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered performance-based awards; and |
| ■ | Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test. |
In general, vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay for Superior Performance
General Recommendation: Vote case-by-case on shareholder proposals that request the board establish a pay-for- superior performance standard in the company’s executive compensation plan for senior executives. These proposals generally include the following principles:
| ■ | Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median; |
| ■ | Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time- vested, equity awards; |
| ■ | Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
| ■ | Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies; and |
| ■ | Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance. |
Consider the following factors in evaluating this proposal:
| ■ | What aspects of the company’s annual and long-term equity incentive programs are performance driven? |
| ■ | If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
| ■ | Can shareholders assess the correlation between pay and performance based on the current disclosure? and |
| ■ | What type of industry and stage of business cycle does the company belong to? |
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Pre-Arranged Trading Plans (10b5-1 Plans)
General Recommendation: Generally vote for shareholder proposals calling for the addition of certain safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include:
| ■ | Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed in a Form 8-K; |
| ■ | Amendment or early termination of a 10b5-1 Plan allowed only under extraordinary circumstances, as determined by the board; |
| ■ | Request that a certain number of days that must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
| ■ | Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
| ■ | An executive may not trade in company stock outside the 10b5-1 Plan; and |
| ■ | Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Prohibit Outside CEOs from Serving on Compensation Committees
General Recommendation: Generally vote against proposals seeking a policy to prohibit any outside CEO from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee.
Recoupment of Incentive or Stock Compensation in Specified Circumstances
General Recommendation: Vote case-by-case on proposals to recoup incentive cash or stock compensation made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to the company’s financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led to significant financial or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases where an executive’s fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not all misconduct or negligence may result in significant financial restatements. Misconduct, negligence, or lack of sufficient oversight by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact.
In considering whether to support such shareholder proposals, ISS will take into consideration the following factors:
| ■ | If the company has adopted a formal recoupment policy; |
| ■ | The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup incentive or stock compensation; |
| ■ | Whether the company has chronic restatement history or material financial problems; |
| ■ | Whether the company’s policy substantially addresses the concerns raised by the proponent; |
| ■ | Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof; and |
| ■ | Any other relevant factors. |
Severance and Golden Parachute Agreements
General Recommendation: Vote case-by-case on shareholder proposals requiring that executive severance (including change-in-control related) arrangements or payments be submitted for shareholder ratification.
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Factors that will be considered include, but are not limited to:
| ■ | The company’s severance or change-in-control agreements in place, and the presence of problematic features (such as excessive severance entitlements, single triggers, excise tax gross-ups, etc.); |
| ■ | Any existing limits on cash severance payouts or policies which require shareholder ratification of severance payments exceeding a certain level; |
| ■ | Any recent severance-related controversies; and |
| ■ | Whether the proposal is overly prescriptive, such as requiring shareholder approval of severance that does not exceed market norms. |
Share Buyback Impact on Incentive Program Metrics
General Recommendation: Vote case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics, considering the following factors:
| ■ | The frequency and timing of the company’s share buybacks; |
| ■ | The use of per-share metrics in incentive plans; |
| ■ | The effect of recent buybacks on incentive metric results and payouts; and |
| ■ | Whether there is any indication of metric result manipulation. |
Supplemental Executive Retirement Plans (SERPs)
General Recommendation: Generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.
Generally vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general employee population.
Tax Gross-Up Proposals
General Recommendation: Generally vote for proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.
Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
General Recommendation: Vote case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity.
The following factors will be considered:
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| ■ | The company’s current treatment of equity upon employment termination and/or in change-in-control situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity by acquiring company, the treatment of performance shares, etc.); and |
| ■ | Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements. |
Generally vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards to senior executives upon a voluntary termination of employment or in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).
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| 6. | Routine/Miscellaneous |
Adjourn Meeting
General Recommendation: Generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.
Vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote against proposals if the wording is too vague or if the proposal includes “other business.”
Amend Quorum Requirements
General Recommendation: Vote case-by-case on proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding, taking into consideration:
| ■ | The new quorum threshold requested; |
| ■ | The rationale presented for the reduction; |
| ■ | The market capitalization of the company (size, inclusion in indices); |
| ■ | The company’s ownership structure; |
| ■ | Previous voter turnout or attempts to achieve quorum; |
| ■ | Any provisions or commitments to restore quorum to a majority of shares outstanding, should voter turnout improve sufficiently; and |
| ■ | Other factors as appropriate. |
In general, a quorum threshold kept as close to a majority of shares outstanding as is achievable is preferred.
Vote case-by-case on directors who unilaterally lower the quorum requirements below a majority of the shares outstanding, taking into consideration the factors listed above.
Amend Minor Bylaws
General Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections).
Change Company Name
General Recommendation: Vote for proposals to change the corporate name unless there is compelling evidence that the change would adversely impact shareholder value.
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Change Date, Time, or Location of Annual Meeting
General Recommendation: Vote for management proposals to change the date, time, or location of the annual meeting unless the proposed change is unreasonable.
Vote against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is unreasonable.
Other Business
General Recommendation: Vote against proposals to approve other business when it appears as a voting item.
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| 7. | Social and Environmental Issues |
Global Approach – E&S Shareholder Proposals
ISS applies a common approach globally to evaluating social and environmental shareholder proposals. which cover a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
General Recommendation: Generally vote case-by-case, examining primarily whether implementation of the proposal is likely to enhance or protect shareholder value. The following factors will be considered:
| ■ | If the issues presented in the proposal are being appropriately or effectively dealt with through legislation or regulation; |
| ■ | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
| ■ | Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive; |
| ■ | The company’s relevant practices compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
| ■ | Whether there are significant controversies, fines, penalties, or litigation associated with the company’s practices related to the issue(s) raised in the proposal; |
| ■ | If the proposal requests increased disclosure or greater transparency, whether reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; |
| ■ | If the proposal requests increased disclosure or greater transparency, whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage; and |
| ■ | Whether the proposal addresses substantive matters that may impact shareholders’ interests, including how the proposal may impact shareholders’ rights. |
Endorsement of Principles
General Recommendation: Generally vote against proposals seeking a company’s endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments.
Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company.
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Animal Welfare
Animal Welfare Policies
General Recommendation: Generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, unless:
| ■ | The company has already published a set of animal welfare standards and monitors compliance; |
| ■ | The company’s standards are comparable to industry peers; and |
| ■ | There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers’ treatment of animals. |
Animal Testing
General Recommendation: Generally vote against proposals to phase out the use of animals in product testing, unless:
| ■ | The company is conducting animal testing programs that are unnecessary or not required by regulation; |
| ■ | The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or |
| ■ | There are recent, significant fines or litigation related to the company’s treatment of animals. |
Animal Slaughter
General Recommendation: Generally vote against proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.
Vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.
Consumer Issues
Genetically Modified Ingredients
General Recommendation: Generally vote against proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products. The labeling of products with GE ingredients is best left to the appropriate regulatory authorities.
Vote case-by-case on proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:
| ■ | The potential impact of such labeling on the company’s business; |
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| ■ | The quality of the company’s disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and |
| ■ | Company’s current disclosure on the feasibility of GE product labeling. |
Generally vote against proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.
Generally vote against proposals to eliminate GE ingredients from the company’s products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such decisions are more appropriately made by management with consideration of current regulations.
Reports on Potentially Controversial Business/Financial Practices
General Recommendation: Vote case-by-case on requests for reports on a company’s potentially controversial business or financial practices or products, taking into account:
| ■ | Whether the company has adequately disclosed mechanisms in place to prevent abuses; |
| ■ | Whether the company has adequately disclosed the financial risks of the products/practices in question; |
| ■ | Whether the company has been subject to violations of related laws or serious controversies; and |
| ■ | Peer companies’ policies/practices in this area. |
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices.
Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
| ■ | The potential for reputational, market, and regulatory risk exposure; |
| ■ | Existing disclosure of relevant policies; |
| ■ | Deviation from established industry norms; |
| ■ | Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
| ■ | Whether the proposal focuses on specific products or geographic regions; |
| ■ | The potential burden and scope of the requested report; and |
| ■ | Recent significant controversies, litigation, or fines at the company. |
Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.
Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
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Product Safety and Toxic/Hazardous Materials
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless:
| ■ | The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report; |
| ■ | The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; or |
| ■ | The company has not been recently involved in relevant significant controversies, fines, or litigation. |
Vote case-by-case on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:
| ■ | The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms; |
| ■ | Current regulations in the markets in which the company operates; and |
| ■ | Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company. |
Generally vote against resolutions requiring that a company reformulate its products.
Tobacco-Related Proposals
General Recommendation: Vote case-by-case on resolutions regarding the advertisement of tobacco products, considering:
| ■ | Recent related fines, controversies, or significant litigation; |
| ■ | Whether the company complies with relevant laws and regulations on the marketing of tobacco; |
| ■ | Whether the company’s advertising restrictions deviate from those of industry peers; |
| ■ | Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and |
| ■ | Whether restrictions on marketing to youth extend to foreign countries. |
Vote case-by-case on proposals regarding second-hand smoke, considering;
| ■ | Whether the company complies with all laws and regulations; |
| ■ | The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and |
| ■ | The risk of any health-related liabilities. |
Generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.
Generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.
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Climate Change
Say on Climate (SoC) Management Proposals
General Recommendation: Vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan21, taking into account the completeness and rigor of the plan. Information that will be considered where available includes the following:
| ■ | The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards; |
| ■ | Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3); |
| ■ | The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant); |
| ■ | Whether the company has sought and received third-party approval that its targets are science-based; |
| ■ | Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050; |
| ■ | Whether the company discloses a commitment to report on the implementation of its plan in subsequent years; |
| ■ | Whether the company’s climate data has received third-party assurance; |
| ■ | Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy; |
| ■ | Whether there are specific industry decarbonization challenges; and |
| ■ | The company’s related commitment, disclosure, and performance compared to its industry peers. |
Say on Climate (SoC) Shareholder Proposals
General Recommendation: Vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following:
| ■ | The completeness and rigor of the company’s climate-related disclosure; |
| ■ | The company’s actual GHG emissions performance; |
| ■ | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and |
| ■ | Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Climate Change/Greenhouse Gas (GHG) Emissions
General Recommendation: Vote case-by-case on resolutions requesting that a company disclose information on the climate change related financial, physical, or regulatory risks it faces to its operations and investments or on how the company identifies, measures, and manages such risks, considering:
| 21 | Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan. |
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| ■ | Whether the company provides current, publicly-available information on the climate change-related financial, physical, or regulatory risks it faces to its operations and investments or on the impact that climate change may have on the company; | |
| ■ | Associated company policies and practices addressing climate change related risks and/or opportunities; |
| ■ | The company’s level of disclosure compared to industry peers; and |
| ■ | Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
Vote case-by-case on proposals requesting that a company report on its greenhouse gas (GHG) emissions from company operations and/or products and operations, considering:
| ■ | Whether the company discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
| ■ | Whether the company’s level of disclosure is comparable to that of industry peers; or |
| ■ | Whether there are significant, controversies, fines, penalties, or litigation associated with the company’s GHG emissions. |
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, considering:
| ■ | The company’s actual GHG emissions performance; |
| ■ | The company’s current GHG emission policies, oversight mechanisms, and related initiatives; |
| ■ | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
| ■ | Whether company disclosure lags behind industry peers; and |
| ■ | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Energy Efficiency
General Recommendation: Generally vote for proposals requesting that a company report on its energy efficiency policies, unless:
| ■ | The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or |
| ■ | The proponent requests adoption of specific energy efficiency goals within specific timelines. |
Renewable Energy
General Recommendation: Generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business.
Generally vote against proposals requesting that the company invest in renewable energy resources. Such decisions are best left to management’s evaluation of the feasibility and financial impact that such programs may have on the company.
Generally vote against proposals that call for the adoption of renewable energy goals, taking into account:
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| ■ | The scope and structure of the proposal; |
| ■ | The company’s current level of disclosure on renewable energy use and GHG emissions; and |
| ■ | The company’s disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks. |
Diversity
Board Diversity
General Recommendation: Generally vote for requests for reports on a company’s efforts to diversify the board, unless:
| ■ | The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; or |
| ■ | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:
| ■ | The degree of existing gender and racial minority diversity on the company’s board and among its executive officers; |
| ■ | The level of gender and racial minority representation that exists at the company’s industry peers; |
| ■ | The company’s established process for addressing gender and racial minority board representation; |
| ■ | Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
| ■ | The independence of the company’s nominating committee; |
| ■ | Whether the company uses an outside search firm to identify potential director nominees; and |
| ■ | Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
Equality of Opportunity
General Recommendation: Generally vote case-by-case on proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data. Factors that will be considered are:
| ■ | Whether the company publicly discloses equal employment opportunity policies and initiatives; |
| ■ | Whether the company publicly discloses comprehensive workforce diversity data/EEO-1 report; or |
| ■ | Whether the company has recent significant workplace discrimination/fair employment violations or litigation. |
Generally vote against proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant burden on the company.
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Gender Identity, Sexual Orientation, and Domestic Partner Benefits
General Recommendation: Generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome.
Generally vote against proposals to extend company benefits to, or eliminate benefits from, domestic partners. Decisions regarding benefits should be left to the discretion of the company.
Gender, Race/Ethnicity Pay Gap
General Recommendation: Vote case-by-case on requests for reports on a company’s pay data by gender or race/ ethnicity, or a report on a company’s policies and goals to reduce any gender or race/ethnicity pay gaps, taking into account:
| ■ | The company’s current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues; |
| ■ | The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives compared to its industry peers; and |
| ■ | Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities. |
Racial Equity and/or Civil Rights Audit Guidelines
General Recommendation: Vote case-by-case on proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account:
| ■ | The company’s established process or framework for addressing racial inequity and discrimination internally; |
| ■ | Whether the company adequately discloses workforce diversity and inclusion metrics and goals; |
| ■ | Whether the company has issued a public statement related to its racial justice efforts in recent years, or has committed to internal policy review; |
| ■ | Whether the company has engaged with impacted communities, stakeholders, and civil rights experts; |
| ■ | The company’s track record in recent years of racial justice measures and outreach externally; and |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination. |
Environment and Sustainability
Facility and Workplace Safety
General Recommendation: Vote case-by-case on requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account:
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| ■ | The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms; |
| ■ | The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks; |
| ■ | Recent significant controversies, fines, or violations related to workplace health and safety; and |
| ■ | The company’s workplace health and safety performance relative to industry peers. |
Vote case-by-case on resolutions requesting that a company report on safety and/or security risks associated with its operations and/or facilities, considering:
| ■ | The company’s compliance with applicable regulations and guidelines; |
| ■ | The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and |
| ■ | The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities. |
Natural Capital- Related and/or Community Impact Assessment Proposals
General Recommendation: Vote case-by-case on requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering:
| ■ | Alignment of current disclosure of applicable company policies, metrics, risk assessment report(s) and risk management procedures with any relevant, broadly accepted reporting frameworks; |
| ■ | The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations; |
| ■ | The nature, purpose, and scope of the company’s operations in the specific region(s); |
| ■ | The degree to which company policies and procedures are consistent with industry norms; and |
| ■ | The scope of the resolution. |
Hydraulic Fracturing
General Recommendation: Generally vote for proposals requesting greater disclosure of a company’s (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering:
| ■ | The company’s current level of disclosure of relevant policies and oversight mechanisms; |
| ■ | The company’s current level of such disclosure relative to its industry peers; |
| ■ | Potential relevant local, state, or national regulatory developments; and |
| ■ | Controversies, fines, or litigation related to the company’s hydraulic fracturing operations. |
Operations in Protected Areas
General Recommendation: Generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, unless:
| ■ | Operations in the specified regions are not permitted by current laws or regulations; |
| ■ | The company does not currently have operations or plans to develop operations in these protected regions; or |
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| ■ | The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers. |
Recycling
General Recommendation: Vote case-by-case on proposals to report on an existing recycling program, or adopt a new recycling program, taking into account:
| ■ | The nature of the company’s business; |
| ■ | The current level of disclosure of the company’s existing related programs; |
| ■ | The timetable and methods of program implementation prescribed by the proposal; |
| ■ | The company’s ability to address the issues raised in the proposal; and |
| ■ | How the company’s recycling programs compare to similar programs of its industry peers. |
Sustainability Reporting
General Recommendation: Generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless:
| ■ | The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or |
| ■ | The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame. |
Water Issues
General Recommendation: Vote case-by-case on proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account:
| ■ | The company’s current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics; |
| ■ | Whether or not the company’s existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations; |
| ■ | The potential financial impact or risk to the company associated with water-related concerns or issues; and |
| ■ | Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers. |
General Corporate Issues
Charitable Contributions
General Recommendation: Vote against proposals restricting a company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the
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community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.
Data Security, Privacy, and Internet Issues
General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering:
| ■ | The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship; |
| ■ | Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
| ■ | The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
| ■ | Applicable market-specific laws or regulations that may be imposed on the company; and |
| ■ | Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship. |
ESG Compensation-Related Proposals
General Recommendation: Vote case-by-case on proposals seeking a report or additional disclosure on the company’s approach, policies, and practices on incorporating environmental and social criteria into its executive compensation strategy, considering:
| ■ | The scope and prescriptive nature of the proposal; |
| ■ | The company’s current level of disclosure regarding its environmental and social performance and governance; |
| ■ | The degree to which the board or compensation committee already discloses information on whether it has considered related E&S criteria; and |
| ■ | Whether the company has significant controversies or regulatory violations regarding social or environmental issues. |
Human Rights, Human Capital Management, and International Operations
Human Rights Proposals
General Recommendation: Vote case-by-case on proposals requesting a report on company or company supplier labor and/or human rights standards and policies, taking into consideration:
| ■ | Whether such information is publicly disclosed; |
| ■ | Whether the company is lagging industry peers; and |
| ■ | Whether there are recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers. |
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Vote case-by-case on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:
| ■ | The scope of the request; |
| ■ | The degree to which existing relevant policies and practices are disclosed; |
| ■ | Whether or not existing relevant policies are consistent with internationally recognized standards; |
| ■ | Deviation from industry sector peer company standards and practices; |
| ■ | Whether company facilities and those of its suppliers are monitored and how; |
| ■ | Company participation in fair labor organizations or other internationally recognized human rights initiatives; |
| ■ | Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse; and |
| ■ | Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers. |
Vote case-by-case on proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:
| ■ | The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms; |
| ■ | The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns; |
| ■ | Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and |
| ■ | Whether the proposal is unduly burdensome or overly prescriptive. |
Mandatory Arbitration
General Recommendation: Vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account:
| ■ | The company’s current policies and practices related to the use of mandatory arbitration agreements on workplace claims; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and |
| ■ | The company’s disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers. |
Operations in High-Risk Markets
General Recommendation: Vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:
| ■ | The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption; |
| ■ | Current disclosure of applicable risk assessment(s) and risk management procedures; |
| ■ | Compliance with U.S. sanctions and laws; |
| ■ | Consideration of other international policies, standards, and laws; and |
| ■ | Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in “high-risk” markets. |
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Outsourcing/Offshoring
General Recommendation: Vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:
| ■ | Controversies surrounding operations in the relevant market(s); |
| ■ | The value of the requested report to shareholders; |
| ■ | The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and |
| ■ | The company’s existing human rights standards relative to industry peers. |
Sexual Harassment
General Recommendation: Vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account:
| ■ | The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment; |
| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and |
| ■ | The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers. |
Weapons and Military Sales
General Recommendation: Vote against reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.
Generally vote against proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the company’s business.
Political Activities
Lobbying
General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:
| ■ | The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
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| ■ | The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
| ■ | Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities. |
Political Contributions
General Recommendation: Vote case-by-case on proposals requesting greater disclosure of a company’s political contributions and trade association spending policies and activities, considering:
| ■ | The company’s policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes; |
| ■ | The company’s disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; |
| ■ | The company’s disclosure of its direct corporate political contributions; and |
| ■ | Recent significant controversies, fines, or litigation related to the company’s political contributions or political activities. |
Vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.
Vote against proposals to publish in newspapers and other media a company’s political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.
Political Expenditures and Lobbying Congruency
General Recommendation: Generally vote case-by-case on proposals requesting greater disclosure of a company’s alignment of political contributions, lobbying, and electioneering spending with a company’s publicly stated values and policies, considering:
| ■ | The company’s policies, management, board oversight, governance processes, and level of disclosure related to direct political contributions, lobbying activities, and payments to trade associations, political action committees, or other groups that may be used for political purposes; |
| ■ | The company’s disclosure regarding: the reasons for its support of candidates for public offices; the reasons for support of and participation in trade associations or other groups that may make political contributions; and other political activities; |
| ■ | Any incongruencies identified between a company’s direct and indirect political expenditures and its publicly stated values and priorities; and |
| ■ | Recent significant controversies related to the company’s direct and indirect lobbying, political contributions, or political activities. |
Generally vote case-by-case on proposals requesting comparison of a company’s political spending to objectives that can mitigate material risks for the company, such as limiting global warming.
| W W W . I S S G O V E R N A N C E . C O M | 79 of 87 |

Political Ties
General Recommendation: Generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, so long as:
| ■ | There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and |
| ■ | The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion. |
Vote against proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.
| W W W . I S S G O V E R N A N C E . C O M | 80 of 87 |

| 8. | Mutual Fund Proxies |
Election of Directors
General Recommendation: Vote case-by-case on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.
Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes
General Recommendation: For closed-end management investment companies (CEFs), vote against or withhold from nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition statute, nor submitted a by-law amendment to a shareholder vote.
Converting Closed-end Fund to Open-end Fund
General Recommendation: Vote case-by-case on conversion proposals, considering the following factors:
| ■ | Past performance as a closed-end fund; |
| ■ | Market in which the fund invests; |
| ■ | Measures taken by the board to address the discount; and |
| ■ | Past shareholder activism, board activity, and votes on related proposals. |
Proxy Contests
General Recommendation: Vote case-by-case on proxy contests, considering the following factors:
| ■ | Past performance relative to its peers; |
| ■ | Market in which the fund invests; |
| ■ | Measures taken by the board to address the issues; |
| ■ | Past shareholder activism, board activity, and votes on related proposals; |
| ■ | Strategy of the incumbents versus the dissidents; |
| ■ | Independence of directors; |
| ■ | Experience and skills of director candidates; |
| ■ | Governance profile of the company; and |
| ■ | Evidence of management entrenchment. |
| W W W . I S S G O V E R N A N C E . C O M | 81 of 87 |

Investment Advisory Agreements
General Recommendation: Vote case-by-case on investment advisory agreements, considering the following factors:
| ■ | Proposed and current fee schedules; |
| ■ | Fund category/investment objective; |
| ■ | Performance benchmarks; |
| ■ | Share price performance as compared with peers; |
| ■ | Resulting fees relative to peers; and |
| ■ | Assignments (where the advisor undergoes a change of control). |
Approving New Classes or Series of Shares
General Recommendation: Vote for the establishment of new classes or series of shares.
Preferred Stock Proposals
General Recommendation: Vote case-by-case on the authorization for or increase in preferred shares, considering the following factors:
| ■ | Stated specific financing purpose; |
| ■ | Possible dilution for common shares; and |
| ■ | Whether the shares can be used for antitakeover purposes. |
1940 Act Policies
General Recommendation: Vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors:
| ■ | Potential competitiveness; |
| ■ | Regulatory developments; |
| ■ | Current and potential returns; and |
| ■ | Current and potential risk. |
Generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.
Changing a Fundamental Restriction to a Nonfundamental Restriction
General Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:
| ■ | The fund’s target investments; |
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| ■ | The reasons given by the fund for the change; and |
| ■ | The projected impact of the change on the portfolio. |
Change Fundamental Investment Objective to Nonfundamental
General Recommendation: Vote against proposals to change a fund’s fundamental investment objective to non- fundamental.
Name Change Proposals
General Recommendation: Vote case-by-case on name change proposals, considering the following factors:
| ■ | Political/economic changes in the target market; |
| ■ | Consolidation in the target market; and |
| ■ | Current asset composition. |
Change in Fund’s Subclassification
General Recommendation: Vote case-by-case on changes in a fund’s sub-classification, considering the following factors:
| ■ | Potential competitiveness; |
| ■ | Current and potential returns; |
| ■ | Risk of concentration; and |
| ■ | Consolidation in target industry. |
Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value
General Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value (NAV) if:
| ■ | The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940; |
| ■ | The sale is deemed to be in the best interests of shareholders by (1) a majority of the company’s independent directors and (2) a majority of the company’s directors who have no financial interest in the issuance; and |
| ■ | The company has demonstrated responsible past use of share issuances by either: |
| ■ | Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or |
| ■ | Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders. |
| W W W . I S S G O V E R N A N C E . C O M | 83 of 87 |

Disposition of Assets/Termination/Liquidation
General Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors:
| ■ | Strategies employed to salvage the company; |
| ■ | The fund’s past performance; and |
| ■ | The terms of the liquidation. |
Changes to the Charter Document
General Recommendation: Vote case-by-case on changes to the charter document, considering the following factors:
| ■ | The degree of change implied by the proposal; |
| ■ | The efficiencies that could result; |
| ■ | The state of incorporation; and |
| ■ | Regulatory standards and implications. |
Vote against any of the following changes:
| ■ | Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series; |
| ■ | Removal of shareholder approval requirement for amendments to the new declaration of trust; |
| ■ | Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act; |
| ■ | Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares; |
| ■ | Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements; or |
| ■ | Removal of shareholder approval requirement to change the domicile of the fund. |
Changing the Domicile of a Fund
General Recommendation: Vote case-by-case on re-incorporations, considering the following factors:
| ■ | Regulations of both states; |
| ■ | Required fundamental policies of both states; and |
| ■ | The increased flexibility available. |
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval
General Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers without shareholder approval if the investment adviser currently employs only one subadviser.
| W W W . I S S G O V E R N A N C E . C O M | 84 of 87 |

Distribution Agreements
General Recommendation: Vote case-by-case on distribution agreement proposals, considering the following factors:
| ■ | Fees charged to comparably sized funds with similar objectives; |
| ■ | The proposed distributor’s reputation and past performance; |
| ■ | The competitiveness of the fund in the industry; and |
| ■ | The terms of the agreement. |
Master-Feeder Structure
General Recommendation: Vote for the establishment of a master-feeder structure.
Mergers
General Recommendation: Vote case-by-case on merger proposals, considering the following factors:
| ■ | Resulting fee structure; |
| ■ | Performance of both funds; |
| ■ | Continuity of management personnel; and |
| ■ | Changes in corporate governance and their impact on shareholder rights. |
Shareholder Proposals for Mutual Funds
Establish Director Ownership Requirement
General Recommendation: Generally vote against shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Reimburse Shareholder for Expenses Incurred
General Recommendation: Vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.
| W W W . I S S G O V E R N A N C E . C O M | 85 of 87 |

Terminate the Investment Advisor
General Recommendation: Vote case-by-case on proposals to terminate the investment advisor, considering the following factors:
| ■ | Performance of the fund’s Net Asset Value (NAV); |
| ■ | The fund’s history of shareholder relations; and |
| ■ | The performance of other funds under the advisor’s management. |
| W W W . I S S G O V E R N A N C E . C O M | 86 of 87 |

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