Filed with the Securities and Exchange Commission on February 28, 2017

1933 Act Registration File No.   033-20827

1940 Act File No. 811- 05518

PROSPECTUS

dated February 28, 2017

Motley Fool Independence Fund

Investor Shares (Ticker: FOOLX)

Institutional Shares (Ticker: FOIIX)

Motley Fool Great America Fund

Investor Shares (Ticker: TMFGX)

Institutional Shares (Ticker: FOGIX)

Motley Fool Emerging Markets Fund

Investor Shares (Ticker: TMFEX)

Institutional Shares (Ticker: FOEIX)

Each a series of The RBB Fund, Inc.

2000 Duke Street, Suite 175
Alexandria, VA 22314

The investment objective of the Motley Fool Independence Fund, the Motley Fool Great America Fund and the Motley Fool Emerging Markets Fund (each a “Fund” and together the “Funds”) is to achieve long-term capital appreciation. The Motley Fool Independence Fund pursues its objective by investing primarily in common stocks of U.S. companies and of companies that are organized under the laws of other countries around the world. The Motley Fool Great America Fund pursues its objective by investing primarily in common stocks of companies that are organized in the United States and that are engaged in a broad range of industries. The Motley Fool Emerging Markets Fund pursues its objective by investing primarily in common stocks of emerging market companies.

This prospectus has information about the Funds’ Investor and Institutional Shares that you should know before you invest. You should read it carefully and keep it with your investment records.

The Securities and Exchange Commission (the “Commission”) has not approved or disapproved the Funds’ shares or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

No securities dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus or in approved sales literature in connection with the offer contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or The RBB Fund, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer.

SUMMARY SECTION

Motley Fool Independence Fund

(The “Independence Fund”)

1

MOTLEY FOOL INDEPENDENCE FUND

(The “Independence Fund”)

SUMMARY SECTION

Portfolio Turnover

The Independence Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Independence 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 Independence Fund’s performance. During the most recent fiscal year, the Predecessor Independence Fund’s portfolio turnover rate was 26%.

Competitive Advantage.

The Adviser seeks companies that offer certain characteristics that allow them to generate and sustain outsized returns on capital on an absolute basis as well as in comparison to their peers. Competitive advantages may include pricing power, geographic barriers to entry, network effects, regulatory barriers to entry, and superior brands, among others. The Adviser also assesses the strength of the supporting capabilities each company possesses that reinforce these advantages to result in unique positioning.

Durability of Competitive Advantage Period.

Companies often display superior economics over the short term due to favorable product cycles, customer preference, temporary or tactical advantages or other reasons. As the Adviser’s desire is to own companies in the Fund that can be kept in the portfolio for many years, a core part of the Adviser’s process is to consider what the company might look like over a period of ten or more years. The Adviser considers whether the company seems likely to grow, to increase profitability through additional products or other offerings, and if it has optionality and the financial capacity that may make it a larger, stronger business in the future than it might be today.

The Independence Fund’s investment portfolio is focused, generally composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Independence Fund’s net assets.   To limit the risks associated with highly concentrated holdings, the Independence Fund does not invest more than 5% of its net assets in any one class of the securities of any one issuer at the time of purchase. If a portfolio holding grows to be greater than 5% of the Independence Fund’s net assets the Adviser may not add additional capital to the position. However, the Adviser may maintain an allocation above 5% indefinitely, provided it continues to meet the Adviser’s investment criteria.

While investing in a particular sector is not a principal investment strategy of the Independence Fund, its portfolio may be significantly invested in a sector as a result of the portfolio management decisions made pursuant to its principal investment strategy.

undervalued by the market for long periods of time. As a consequence of our investing style we expect the Independence Fund will underperform the market and its peers over short timeframes.

Foreign Investments

The Independence Fund invests in the securities of foreign companies. Investing in securities of foreign companies involves risks generally not associated with investments in the securities of U.S. companies, including the risks associated with fluctuations in foreign currency exchange rates, unreliable and untimely information about issuers, and political and economic instability.

Emerging Market Countries

Investing in emerging market countries involves risks in addition to and greater than those generally associated with investing in more developed foreign markets. In many less developed markets, there is less governmental supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than there is in more developed markets. The securities markets of certain countries in which the Independence Fund may invest may also be smaller, less liquid, and subject to greater price volatility than those of more developed markets. The Independence Fund seeks to invest no more than 50% of its net assets in Emerging Market Countries.

Depositary Receipts

The Independence Fund may purchase depositary receipts (ADRs, EDRs, GDRs, and NVDRs) to facilitate its investments in foreign securities. By investing in ADRs rather than investing directly in the securities of foreign issuers, the Independence Fund can avoid currency risks during the settlement period for purchase and sales. However, ADRs do not eliminate all the risks inherent in investing in the securities of foreign issuers.

Securities Lending Risk

The Fund may lend portfolio securities to institutions, such as certain broker- dealers. The Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.

Performance Information:  The bar chart and performance table below illustrate the risks and volatility of an investment in the Independence Fund. The Independence Fund’s past performance, both before and after taxes, does not necessarily indicate how the Independence Fund will perform in the future. Updated performance information is available online at www.foolfunds.com or by calling 888-863-8803 (toll free).

The Independence Fund commenced operations on December 21, 2016, by acquiring the assets and liabilities of the Predecessor Independence Fund in exchange for shares of the Independence Fund. Accordingly, the performance information shown below for periods prior to December 21, 2016 is that of the Predecessor Independence Fund, which was also a publicly-sold open-end mutual fund.  The Predecessor Independence Fund was also advised by the Adviser and had the same investment objective and strategies as the Independence Fund.

The bar chart shows changes in the performance of the Independence Fund’s Investor Shares from year to year.

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Best Quarter: 17.07% in the quarter ended September 30, 2010

Worst Quarter: (13.47)% in the quarter ended September 30, 2011

The performance table shows how the Independence Fund’s Investor Shares and Institutional Shares average annual total returns for the periods indicated compare with those of the FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index, a broad measure of market performance.

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Independence Fund on any business day online or through our website at www.foolfunds.com, by mail (Motley Fool Funds, P.O. Box 9780, Providence, RI 02940-9780), by express/overnight mail (Motley Fool Funds, 4400 Computer Dr., Westborough, MA 01581-1722), or by telephone  at 1-888-863-8803. The minimum initial investment in the Independence Fund’s Investor Shares is $500. Subsequent investments in the Investor Shares may be made in any amount of $50 or more. The minimum initial investment in the Independence Fund’s Institutional Shares is $100,000, subject to certain exceptions.

Subsequent investments in the Institutional Shares may be made in any amount. These investment minimums may be waived in certain circumstances.

Tax Information

The Independence Fund intends to make distributions that generally may be taxed at ordinary income or capital gains rates.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Independence Fund through a broker-dealer or other financial intermediary (such as a bank), the Independence Fund and its related companies may pay the intermediary for the sale of Independence 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 Independence Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

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SUMMARY SECTION

Motley Fool Great America Fund

(The “Great America Fund”)

8

MOTLEY FOOL GREAT AMERICA FUND

(the “Great America Fund”)

SUMMARY SECTION

Portfolio Turnover

The Great America Fund pays transaction costs, su ch as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Great America 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 Great America Fund’s performance. During the most recent fiscal year, the Predecessor Great America Fund’s portfolio turnover rate was 21%.

pricing power, geographic barriers to entry, network effects, regulatory barriers to entry and superior brands, among others. The Adviser also assesses the strength of the supporting capabilities each company possesses that reinforce these advantages to result in unique positioning.

Durability of Competitive Advantage Period.

Companies often display superior economics over the short term due to favorable product cycles, customer preference, temporary or tactical advantages or other reasons. As the Adviser’s desire is to own companies in the Fund that can be kept in the portfolio for many years, a core part of the Adviser’s process is to consider what the company might look like over a period of ten or more years. The Adviser considers whether the company seems likely to grow, to increase profitability through additional products or other offerings, and if it has optionality and the financial capacity that may make it a larger, stronger business in the future than it might be today.

The Great America Fund’s investment portfolio is focused, generally composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Great America Fund’s net assets.  To limit the risks associated with highly concentrated holdings, the Great America Fund generally does not invest more than 5% of its net assets in securities of any one issuer at the time of purchase. If a portfolio holding grows to be greater than 5% of the Great America Fund’s net assets the Adviser may not add additional capital to the position. However, the Adviser may maintain an allocation above 5% indefinitely, provided it continues to meet the Adviser’s investment criteria.

While investing in a particular sector is not a principal investment strategy of the Great America Fund, its portfolio may be significantly invested in a sector as a result of the portfolio management decisions made pursuant to its principal investment strategy.  Currently, the Great America Fund is significantly invested in the consumer discretionary sector, which means it will be more affected by the performance of the consumer discretionary sector than a fund that is not so significantly invested.

Investment Style Risk

The Great America Fund pursues a quality growth at a reasonable price style of investing.  Quality growth at a reasonable price investing focuses on companies that appear attractively priced in light of factors such as the quality of management, sustainability of competitive advantage, or growth potential of cash flow.  If the Adviser’s assessment of a company’s quality or intrinsic value or its prospects for exceeding earnings expectations or market conditions is inaccurate, the Great America Fund could suffer losses or produce poor performance relative to other funds.  In addition, the stocks of quality companies can continue to be undervalued by the market for long periods of time. As a consequence of our investing style we expect the Great America Fund will underperform the market and its peers over short timeframes.

Securities Lending Risk

The Fund may lend portfolio securities to institutions, such as certain broker- dealers. The Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.

Performance Information:  The bar chart and performance table below illustrate the risks and volatility of an investment in the Great America Fund. The Great America Fund’s past performance, both before and after taxes, does not necessarily indicate how the Great America Fund will perform in the future. Updated performance information is available online at www.foolfunds.com or by calling 888-863-8803 (toll free).

The Great America Fund commenced operations on December 21, 2016, by acquiring the assets and liabilities of the Predecessor Great America Fund in exchange for shares of the Great America Fund. Accordingly, the performance information shown below for periods prior to December 21, 2016 is that of the Predecessor Great America Fund, which was also a publicly-sold open-end mutual fund.  The Predecessor Great America Fund was also advised by the Adviser and had the same investment objective and strategies as the Great America Fund.

The bar chart shows changes in the performance of the Great America Fund’s Investor Shares from year to year.

Best Quarter: 13.20% in the quarter ended March 31, 2012

Worst Quarter: (17.07)% in the quarter ended September 30, 2011

The performance table shows how the Great America Fund’s Investor Shares and Institutional Shares average annual total returns for the periods indicated compare with those of the Russell 2500 Growth Index and the Russell MidCap Index, each a broad measure of market performance and the Russell 2000 Index, a more narrow measure of market performance.

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Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Great America Fund on any business day online or through our website at www.foolfunds.com, by mail (Motley Fool Funds, P.O. Box 9780, Providence, RI 02940-9780), by express/overnight mail (Motley Fool Funds, 4400 Computer Dr., Westborough, MA 01581-1722), or by telephone  at 1-888-863-8803. The minimum initial investment in the Great America Fund’s Investor Shares is $500. Subsequent investments the Investor Shares account may be made in any amount of $50 or more. The minimum initial investment in the Great America Fund’s Institutional Shares is $100,000, subject to certain exceptions.

Subsequent investments in the Institutional Shares may be made in any amount. These investment minimums may be waived in certain circumstances.

Tax Information

The Great America Fund intends to make distributions that generally may be taxed at ordinary income or capital gains rates.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Great America Fund through a broker-dealer or other financial intermediary (such as a bank), the Great America Fund and its related companies may pay the intermediary for the sale of Great America 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 Great America Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

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SUMMARY SECTION

Motley Fool Emerging Markets Fund

(The “Emerging Markets Fund”)

15

MOTLEY FOOL EMERGING MARKETS FUND

(the “Emerging Markets Fund”)

SUMMARY SECTION

periods.  The Example also assumes that:  (1) your investment has a 5% return each year, and (2) the Emerging Markets Fund operating expenses remain the same (taking into account the contractual expense limitation agreement in place for one year).  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Portfolio Turnover

The Emerging Markets Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Emerging Markets Fund’s performance. During the most recent fiscal year, the Predecessor Emerging Markets Fund’s portfolio turnover rate was 54%.

Economics of the Business.

The Adviser believes that the economic performance of a business is a signal for quality. The Adviser’s process looks at the company’s long-term return on capital, the scalability of its business model, relative and absolute margins, business and product cyclicality, and other key performance indicators to gain insight into its potential for future performance.

Competitive Advantage.

The Adviser seeks companies that offer certain characteristics that allow them to generate and sustain outsized returns on capital on an absolute basis as well as in comparison to their peers. Competitive advantages may include pricing power, geographic barriers to entry, network effects, regulatory barriers to entry and superior brands, among others. The Adviser also assesses the strength of the supporting capabilities each company possesses that reinforce these advantages to result in unique positioning.

Durability of Competitive Advantage Period.

Companies often display superior economics over the short term due to favorable product cycles, customer preference, temporary structural or tactical advantages or other components. As the Adviser’s desire is to own companies in the Fund that can be kept in the portfolio for many years, a core part of the Adviser’s process is to consider what the company might look like over a period of ten or more years. The Adviser considers whether the company seems likely to grow, to increase profitability through additional products or other offerings, and if it has optionality and the financial capacity that may make it a larger, stronger business in the future than it might be today.

The Emerging Markets Fund’s investment portfolio is focused, generally composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Emerging Markets Fund’s net assets. The Emerging Markets Fund may not invest more than 10% of its net assets in securities of companies that are not emerging market companies.  To limit the risks associated with highly concentrated holdings, the Emerging Markets Fund does not invest more than 5% of its net assets in any one class of security of any one issuer at the time of purchase. If a portfolio holding grows to be greater than 5% of the Emerging Markets Fund’s net assets the Adviser may not add additional capital to the position. However, the Adviser may maintain an allocation above 5% indefinitely, provided it continues to meet the Adviser’s investment criteria.

While investing in a particular sector is not a principal investment strategy of the Emerging Markets Fund, its portfolio may be significantly invested in a sector as a result of the portfolio management decisions made pursuant to its principal investment strategy.

companies, including the risks associated with fluctuations in foreign currency exchange rates, unreliable and untimely information about issuers, and political and economic instability.

Emerging Market Countries

Investing in emerging market countries involves risks in addition to and greater than those generally associated with investing in more developed foreign markets.  In many less developed markets, there is less governmental supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than there is in more developed markets.  The securities markets of certain countries in which the Emerging Markets Fund may invest may also be smaller, less liquid, and subject to greater price volatility than those of more developed markets.

Depositary Receipts

The Emerging Markets Fund may purchase depositary receipts (ADRs, EDRs, GDRs, and NVDRs) to facilitate its investments in foreign securities.  By investing in ADRs rather than investing directly in the securities of foreign issuers, the Emerging Markets Fund can avoid currency risks during the settlement period for purchase and sales.  However, ADRs do not eliminate all the risks inherent in investing in the securities of foreign issuers.

Investments in Small and Mid-Capitalization Companies

The Emerging Markets Fund invests in securities of companies of all sizes, including those that have relatively small market capitalizations.  Investments in securities of these companies involve greater risks than do investments in larger, more established companies. The prices of securities of small-cap companies tend to be more vulnerable to adverse developments specific to the company or its industry, or the securities markets generally, than are securities of larger capitalization companies.

Investment Style Risk

The Emerging Markets Fund pursues a quality growth at a reasonable price style of investing.  Quality growth at a reasonable price investing focuses on companies that appear reasonably priced in light of factors such as the quality of management, sustainability of competitive advantage, or growth potential of cash flow.  If the Adviser’s assessment of a company’s quality or intrinsic value or its prospects for exceeding earnings expectations or market conditions is inaccurate, the Emerging Markets Fund could suffer losses or produce poor performance relative to other funds.  In addition, the stocks of quality companies can continue to be undervalued by the market for long periods of time. As a consequence of our investing style we expect the Emerging Markets Fund will underperform the market and its peers over short timeframes.

Securities Lending Risk

The Fund may lend portfolio securities to institutions, such as certain broker- dealers. The Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.

Performance Information:  The bar chart and performance table below illustrate the risks and volatility of an investment in the Emerging Markets Fund. The Emerging Markets Fund’s past performance, both before and after taxes, does not necessarily indicate how the Emerging Markets Fund will perform in the future. Updated performance information is available online at www.foolfunds.com or by calling 888-863-8803 (toll free).

The Epic Voyage Fund commenced operations on December 21, 2016, by acquiring the assets and liabilities of the Predecessor Epic Voyage Fund in exchange for shares of the Epic Voyage Fund. Accordingly, the performance information shown below for periods prior to December 21, 2016 is that of the Predecessor Epic Voyage Fund, which was also a publicly-sold open-end mutual fund.  The Predecessor Epic Voyage Fund was also advised by the Adviser and had the same investment objective and strategies as the Emerging Markets Fund, which was renamed effective February 28, 2017.

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The bar chart shows changes in the performance of the Emerging Markets Fund’s Investor Shares from year to year.

Best Quarter: 13.35% in the quarter ended March 31, 2012

Worst Quarter: (12.18)% in the quarter ended September 30, 2015

The performance table shows how the Emerging Markets Fund’s Investor Shares and Institutional Shares average annual total returns for the periods indicated compare with those of the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00 EST) Net Tax (US RIC) Index, a narrow measure of market performance, and the FTSE Global All Cap ex-US (Fair Value 16.00 EST) Net Tax (US RIC) Index, a more broad measure of market performance.

The Emerging Markets Fund has changed its benchmark index from the FTSE Global All Cap ex-US (Fair Value 16.00 EST) Net Tax (US RIC) Index to the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00 EST) Net Tax (US RIC) Index because it more appropriately reflects the types of securities held in the Epic Voyage Fund’s portfolio and provides better comparative performance information.

PROSPECTUS

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All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index and its constituent country indices are rebalanced on a semi-annual basis.

The FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index is widely recognized by investors in international markets as a benchmark for portfolios of Global securities. However, the Independence Fund may invest in countries that are not included within the FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index (such as emerging market countries), and its investment portfolio is not weighted in terms of countries or issuers in correlation with the FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index. For this reason,(5) the Independence Fund’s investment performance should not be expected to track, and may exceed or trail, the FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index. In addition, the performance of the FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index may not correlate with the performance of U.S. markets. Under normal market circumstances, the Independence Fund seeks to stay fully invested, primarily in common stocks, and does not attempt to time the market.(6)  

The Independence Fund’s investment portfolio is focused, generally composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Independence Fund’s net assets. Although investments in small-cap companies and foreign companies are a focus of the Independence Fund’s investment program, there are no pre-set targets for investing in companies of any particular capitalization size or in any particular country, region, or industry. The Independence Fund’s investments in companies of various sizes and in particular industries, market segments, and instruments will vary over time based on the Adviser’s assessment of their overall potential to produce long-term capital appreciation. To limit the risks associated with highly concentrated holdings, the Independence Fund does not invest more than 5% of its net assets in any one class of securities of any one issuer at the time of purchase. The Independence Fund will sell securities in which it has invested based upon the Adviser’s analysis of fundamental investment criteria, including its assessment of the current value of a security relative to the security’s current market price, business fundamentals relating to the issuer, and developments affecting the issuer’s business prospects and risks.

The Independence Fund may invest in common stocks of foreign companies either directly or by purchasing American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), and Non-Voting Depositary Receipts (“NVDRs). ADRs are U.S. dollar-denominated instruments that trade on U.S. exchanges or in the over-the-counter market and are issued by domestic banks. These instruments represent indirect ownership interests in securities of foreign issuers deposited in a domestic bank or a correspondent bank. EDRs represent interests in securities of foreign issuers that access the Euromarkets. GDRs are receipts representing interests in securities of foreign issuers that trade in two or more capital markets. NVDRs also represent financial interests in an issuer but the holder is not entitled to any voting rights.

Great America Fund

The Great America Fund pursues its investment objective by investing in a focused portfolio of the common stocks of high-quality companies organized in the United States that are engaged in a broad range of industries. Under normal market conditions, the Great America Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities issued by United States companies. The Great America Fund employs a growth at a reasonable price investment strategy and seeks long-term performance by acquiring securities of companies at prices that the Great America Fund’s Adviser believes to be attractive. The Great America Fund expects to focus its investments in companies with small and mid market capitalization. For

(5)                                  A note about our benchmark: The FTSE Global All Cap (Fair Value 16.00 EST) Net Tax (US RIC) Index is a widely recognized yardstick for gauging the performance of global funds (i.e., those that invest in both domestic securities and foreign fare) such as the Independence Fund. That said, the performance of the Independence Fund will not correlate perfectly to this index, nor would we want it to: Indeed, the Independence Fund will earn its keep by attempting to beat the index by courting what the pros call “tracking error,” deviating from the benchmark by investing in areas of the market that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation. The Independence Fund, for example, will generally sport a greater allocation to smaller-cap companies than does the benchmark.

(6)                                  Translation: The Adviser’s job is to identify what it believes are compelling investment opportunities, not to park your investment dollars in cash, unless the Adviser thinks that cash is temporarily the best place for the Independence Fund’s money.

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this purpose, the Adviser defines small and mid market capitalization companies as having similar market capitalizations to the companies in the Russell 2500 Growth Index. That index is used for the purpose of determining range and not for targeting portfolio management.

Under normal circumstances, the Great America Fund seeks to stay fully invested and does not attempt to time the market.  In managing the Great America Fund’s investment portfolio, the Adviser regularly reviews and adjusts the Great America Fund’s allocations to maintain a diversified mix of investments that the Adviser believes offer the best overall potential for long-term growth of capital. While investing in a particular sector is not a principal investment strategy of the Great America Fund, its portfolio may be significantly invested in a sector as a result of the portfolio management decisions made pursuant to its principal investment strategy. There are no pre-set targets for investing in companies of any particular sector or industry. The Great America Fund will sell securities in which it has invested based upon the Adviser’s analysis of fundamental investment criteria, including its assessment of the current value of a security relative to the security’s current market price, business fundamentals relating to the issuer, and developments affecting the issuer’s business prospects and risks.

The Great America Fund seeks long-term investment returns that exceed the return of the Russell 2500 Growth Index.  This index is an unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the performance of the small and mid-cap growth segment of the U.S. stock market. The performance of the Russell 2500 Growth Index reflects reinvestment of all distributions and changes in market prices. The Russell 2500 Growth Index is rebalanced on a quarterly basis.

The Russell 2500 Growth Index is widely recognized by investors as a benchmark for portfolios of small and mid-capitalization securities domiciled in the United States.  However, the Great America Fund’s investment portfolio is not weighted in terms of market capitalization, sectors, industries or issuers in correlation with the Russell 2500 Growth Index. For this reason, the Great America Fund’s investment performance should not be expected to track, and may exceed or trail, the Russell 2500 Growth Index.  In addition, the performance of the Russell 2500 Growth Index may not correlate with the performance of the broader U.S. indexes.(7)

The Great America Fund’s investment portfolio is generally composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Great America Fund’s net assets.  To limit the risks associated with highly concentrated holdings, the Great America Fund generally does not invest more than 5% of its net assets in any one class of securities of any one issuer at the time of purchase.

Emerging Markets Fund

The Emerging Markets Fund pursues its investment objective by investing in a focused portfolio of the common stocks of high-quality companies organized in emerging market countries.(8) Emerging Market companies are companies located or organized outside the developed markets or whose primary business is carried on outside of developed markets. The Emerging Markets Fund employs a growth at a reasonable price investment strategy and seeks long-term performance by acquiring securities of companies at prices that its Adviser believes to be attractive. The Emerging Markets Fund invests in issuers of all capitalization sizes engaged in a broad range of industries.

The portion of the Emerging Markets Fund’s assets allocated to investments in various countries will vary based on the Adviser’s judgment of the relative attractiveness of available investment opportunities in different markets. The Emerging Markets Fund invests in issuers of all capitalization sizes, engaged in a broad range of

(7)                                  (Have you read footnotes 4 and 5 yet? We’re not testing you on it, but if so, you’ll note a lot of similar verbiage about to follow. It’s like one of those “spot the extremely trivial differences between these two pictures” games. Try it!) A note about our benchmark: The Russell 2500 Growth Index is a widely recognized yardstick for gauging the performance of small and mid-cap funds (i.e., those that invest in small and mid-cap stocks) such as the Great America Fund. The performance of the Great America Fund will not correlate perfectly to this index, nor would we want it to. Indeed, the Great America Fund will earn its keep by attempting to beat this index by courting what the pros call “tracking error,” deviating from the benchmark by investing in areas of the market that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation.

(8)                                  We regard the entire world outside of the developed markets as the Emerging Markets Fund’s primary marketplace, and the Emerging Markets Fund invests its assets (i.e., your money) accordingly.

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industries. However, it is expected that investments in the securities of small-cap companies and of companies that are traded in emerging markets will be important components of the Emerging Markets Fund’s investment program. The Emerging Markets Fund currently considers small-cap companies to be companies with market capitalizations of less than $3 billion. In managing the Emerging Markets Fund’s investment portfolio, the Adviser regularly reviews and adjusts the Emerging Markets Fund’s allocations to particular markets and sectors to maintain a diversified mix of investments that the Adviser believes offer the best overall potential for capital appreciation. While investing in a particular sector is not a principal investment strategy of the Emerging Markets Fund, its portfolio may be significantly invested in a sector as a result of the portfolio management decisions made pursuant to its principal investment strategy. While the Emerging Markets Fund may invest in securities of companies organized in the developed markets, such investments will not constitute more than 10% of the Emerging Markets Fund’s net assets.

The Emerging Markets Fund seeks investment returns that exceed the return of the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index. The FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index is a market-capitalization weighted index representing the performance of large, mid and small cap stocks in Emerging markets. The FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index is comprised of approximately 3650 securities from 23 countries. As of December 31, 2016, the Index is compiled from the composite of country indices comprised of equity securities traded in Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and the Unites Arab Emirates (UAE).

The FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index is widely recognized by investors in international markets as a benchmark for portfolios of emerging market securities. However, the Emerging Markets Fund may invest in countries that are not included within the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index and its investment portfolio is not weighted in terms of countries or issuers in correlation with the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index. For this reason,(9) the Emerging Markets Fund’s investment performance should not be expected to track, and may exceed or trail, the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index. In addition, the performance of the FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00) Net Tax (US RIC) Index may not correlate with the performance of U.S. markets. Under normal market circumstances, the Emerging Markets Fund seeks to stay fully invested, primarily in common stocks, and does not attempt to time the market.(10)

The Emerging Markets Fund’s investment portfolio is focused and composed of at least 30 investment positions, with the 10 largest positions representing not more than 60% of the Emerging Markets Fund’s net assets. Although investments in small-cap companies and emerging markets companies are a focus of the Emerging Markets Fund’s investment program, there are no pre-set targets for investing in companies of any particular capitalization size or in any particular country, region, or industry. The Emerging Markets Fund’s investments in companies of various sizes and in particular industries, market segments, and instruments will vary over time based on the Adviser’s assessment of their overall potential to produce long-term capital appreciation. To limit the risks associated with highly concentrated holdings, the Emerging Markets Fund does not invest more than 5% of its net assets in any one class of securities of any one issuer at the time of purchase. The Emerging Markets Fund will sell securities in which it has invested based upon the Adviser’s analysis of fundamental investment criteria, including

(9)                                  A note about our benchmarks (yet again): The FTSE Emerging Markets All Cap China A Inclusion (Fair Value 16.00 EST) Net Tax (US RIC) Index is a useful yardstick for measuring the performance of mutual funds that invest in emerging markets. That said, the performance of the Emerging Markets Fund will not correlate perfectly to this index, nor would we want it to. Indeed, the Emerging Markets Fund will earn its keep by attempting to beat this index by courting what the pros call “tracking error,” deviating from the benchmark by investing in areas of the market that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation. The Emerging Markets Fund, for example, may generally sport a greater allocation to smaller-cap companies than does the benchmark.

(10)                           Translation: The Adviser’s job is to identify what it believes are compelling investment opportunities, not to park your investment dollars in cash, unless the Adviser thinks that cash is temporarily the best place for the Emerging Markets Fund’s money.

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its assessment of the current value of a security relative to the security’s current market price, business fundamentals relating to the issuer, and developments affecting the issuer’s business prospects and risks.

The Emerging Markets Fund may invest in common stocks of foreign companies either directly or by purchasing American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), and Non-Voting Depositary Receipts (“NVDRs”). ADRs are U.S. dollar -denominated instruments that trade on U.S. exchanges or in the over-the-counter market and are issued by domestic banks. These instruments represent indirect ownership interests in securities of foreign issuers deposited in a domestic bank or a correspondent bank. EDRs represent interests in securities of foreign issuers that access the Euromarkets. GDRs are receipts representing interests in securities of foreign issuers that trade in two or more capital markets. NVDRs also represent financial interests in an issuer but the holder is not entitled to any voting rights.

Consistent with the Emerging Markets Fund’s investment objective, and to limit the portion of the capital gains (if any) of the Emerging Markets Fund subject to federal income taxation at ordinary rates, the Emerging Markets Fund does not generally engage in short-term trading. This investment approach, together with the Adviser’s consideration of the potential tax impact on shareholders of the Emerging Markets Fund’s transactions, is intended to enhance the after-tax investment return of the Emerging Markets Fund ( i.e. , the Emerging Markets Fund’s total return after payment of applicable income taxes by shareholders). However, the Emerging Markets Fund may sell a security that it has held for less than one year when, in the opinion of the Adviser, investment considerations so warrant.(11)

Market Risk

General market and economic factors may adversely affect securities markets generally and could, in turn, adversely affect the value of the Funds’ investments in common stocks, regardless of the performance or expected performance of companies in which the Funds invest.(14)

Investments in Small- and Mid-Capitalization Companies

The Funds invest in securities of companies having small market capitalizations. Investments in securities of small-cap companies may involve greater risks than do investments in larger, more established companies, because, for example, small-cap companies may lack the management experience, financial resources, product diversification, and competitive strength of larger companies. The frequency and volume of trading in the securities of small-cap companies may be substantially more volatile than is typical of larger companies. The value of securities of small-cap companies tends to be more vulnerable to adverse developments specific to the company or its industry, or the securities markets generally, than are the securities of larger-capitalization companies. Returns on these investments may vary substantially from the performance of the overall equity markets.(15)

The Funds also invest in securities of mid-capitalization companies. The value of securities of mid-cap companies may be more volatile than the value of securities of companies with larger capitalizations and also tend to be more adversely affected by issuer-specific events and political, market and economic developments than the securities of larger companies.

Investment Style Risk

The Funds pursue a “growth at a reasonable price” style of investing. If the Adviser’s assessment of a company’s quality or its prospects for earnings growth is inaccurate, the Funds could suffer losses or produce poor performance relative to other funds.

Securities Lending Risk

Each Fund may seek to increase its income by lending portfolio securities to institutions, such as certain broker-dealers. Portfolio security loans are secured continuously by collateral maintained on a current basis at an amount at least equal to the market value of the securities loaned. The value of the securities loaned by a Fund will not exceed 331/3% of the value of the Fund’s total assets. A Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.

unreliable and untimely information about issuers, and political and economic instability. Securities of foreign issuers generally trade and thus may be purchased and sold by the Independence Fund and the Emerging Markets Fund in foreign markets. The principal risks generally associated with foreign investing include the following:

Country Risk

Country risk arises from political, social, economic, and other conditions that are unique to a particular country or region. These conditions may relate to the existence of less publicly available information, inferior regulatory oversight (for example, less demanding accounting, auditing, corporate governance, investor relations, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for comparable U.S. investments. Therefore, at times, it may be difficult to sell foreign securities at favorable prices.

Currency Risk (16)

Currency risk results from changes in the rate of exchange between the currency of the country in which a foreign company is domiciled or keeps its books and the U.S. dollar. Whenever the Independence Fund and the Emerging Markets Fund hold securities valued in a foreign currency or hold the currency itself in connection with its purchases and sales of foreign securities, changes in the exchange rate add to or subtract from the value of the investment in U.S. dollars. The Independence Fund and the Emerging Markets Fund generally do not seek to hedge currency risk, and although the Adviser considers currency risks as part of its investment process, its judgments in this regard may not always be correct.

Custody Risk

Custody risk refers to the process of clearing and settling trades, as well as to holding securities with local agents and depositories. Low trading volumes and volatile prices in certain foreign markets make trades more difficult to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities with designated depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the likelihood that problems will occur.

Depositary Receipts

The Independence Fund and the Emerging Markets Fund may purchase depositary receipts (ADRs, EDRs, GDRs, and NVDRs) to facilitate their investments in foreign securities. By investing in ADRs rather than directly in the securities of foreign issuers, the Independence Fund and the Emerging Markets Fund can avoid currency risks during the settlement period for either purchase or sales. However, ADRs do not eliminate all the risk inherent in investing in the securities of foreign issuers. The information available for ADRs, EDRs, GDRs, and NVDRs is subject to the accounting, auditing, and financial reporting standards of the market or exchange on which they are traded, and those standards may be more uniform and more exacting than those to which many foreign issuers may be subject.

Depositary receipts may be issued in a sponsored program, in which an issuer has made arrangements to have its securities traded in the form of depositary receipts, or in an unsponsored program, in which the issuer may not be directly involved. The holders of depositary receipts that are unsponsored generally bear various costs associated with the facilities, while a larger portion of the costs associated with sponsored depositary receipts are typically borne by the foreign issuers. The depositary of an unsponsored facility frequently is under no obligation to

(16)                           Simply, if a Fund holds a foreign stock, and the stock is traded on a foreign exchange, with its price denominated in that foreign currency, the value of the stock will change, for the Fund, whenever the relative value of the U.S. dollar and that foreign currency change. To take an imaginary example, if a Fund holds shares in Ruritania Telecom, traded on the Ruritanian Stock Exchange, those shares will be worth more to the Fund if the value of the Ruritanian lek increases against the U.S. dollar, and vice versa, all other things being equal.

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distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders with respect to the deposited securities. Available information concerning the issuers may not be as current for unsponsored depositary receipts and the prices of unsponsored depositary receipts may be more volatile than would be the case if the receipts were sponsored by the issuers.

Investment in Emerging Market Countries

Investing in emerging market countries involves risks in addition to and greater than those generally associated with investing in more developed foreign markets. In many less-developed markets, there is less governmental supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than there is in more developed markets. The securities markets of certain countries in which the Independence Fund and the Emerging Markets Fund may invest may also be smaller, less liquid, and subject to greater price volatility than are those of more developed markets. In the event of a default on an investment in a foreign debt obligation, it may be more difficult for the Independence Fund and the Emerging Markets Fund to obtain or to enforce a judgment against the issuer of that security. The Independence Fund and the Emerging Markets Fund may also be subject to emerging markets risk to the extent that they invest in companies that are not domiciled in an emerging market but have customers, products, or transactions associated with emerging markets.