REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
[X]
|
Pre-Effective Amendment No.
|
|
Post-Effective Amendment No. 68
|
|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
[X]
|
Amendment No. 71
|
/ / | immediately upon filing pursuant to paragraph (b) |
/ X / | on March 29, 2016 pursuant to paragraph (b) |
/ / | 60 days after filing pursuant to paragraph (a) (1) |
/ / | on (date) pursuant to paragraph (a) (1) |
/ / | 75 days after filing pursuant to paragraph (a) (2) |
/ / | on (date) pursuant to paragraph (a) (2) of Rule 485(b) |
/ / | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Risk/Return Summary
|
3
|
Investment Objective, Investment Strategies and Related Risks
|
8
|
Fund Management
|
1 2
|
How the Fund Values its Shares
|
1 3
|
How to Buy Shares
|
1 4
|
How to Redeem Shares
|
1 8
|
Dividends, Distributions and Taxes
|
20
|
Financial Highlights
|
2 1
|
Customer Privacy Notice
|
2 3
|
For Additional Information
|
back cover
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
Maximum Deferred Sales Charge (Load)
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Management Fees
|
1.25%
|
Distribution and/or Service (12b-1) Fees
|
None
|
Other Expenses
|
5.57 %
|
Acquired Fund Fees and Expenses
(1)
|
0.08%
|
Total Annual Fund Operating Expenses
|
6.90 %
|
Less Management Fee Reductions and/or Expense Reimbursements
(2)
|
(
5.32
)%
|
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements
(1)
|
1.5
8
%
|
(1) | “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waivers and/or Expenses Reimbursement” will not correlate to the ratios of expenses to the average net assets in the Fund’s Financial Highlights, which reflect the operating expenses of the Fund and do not include “Acquired Fund Fees and Expenses.” |
( 2 ) | Galapagos Partners, L.P. (the “Adviser”) has contractually agreed, until March 31, 2017, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, interest, costs to organize the Fund, A cquired F und fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business , and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) ) to an amount not exceeding 1.50% of the Fund’s average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to March 31, 2017, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”) . This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. |
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$ 161
|
$ 1,561
|
$2,908
|
$6,059
|
· | companies that have insiders buying; |
· | companies that are spin-offs of operating divisions or subsidiaries of large companies; |
· | companies that have a shrinking float (i.e., a reduction in the number of publicly traded shares available for trading); |
· | companies that are deemed by the Adviser to be trading at an attractive valuation; |
· | companies that are deemed by the Adviser to have above average earnings or growth potential; or |
· | companies that are a target of shareholder activism. |
Highest:
|
3.68% (quarter ended June 30, 2015)
|
Lowest:
|
-10.94% (quarter ended September 30, 2015)
|
Average Annual Total Returns
for Periods Ended December 31, 2015
|
One Year
|
Since Inception (December 30, 2014)
|
Galapagos Partners Select Equity Fund
|
||
Return Before Taxes
|
-8.06%
|
-8.68%
|
Return After Taxes on Distributions
|
-8.06%
|
-8.68%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-4.56%
|
-6.61%
|
Russell 3000® Total Return Index
(reflects no deduction for fees, expenses or taxes)
|
0.48%
|
-0.50%
|
Portfolio Manager
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Stephen Lack
|
Manager of the Fund since its inception in 2014
|
Chief Investment Officer
|
· | companies that have insiders buying; |
· | companies that are spin-offs of operating divisions or subsidiaries of large companies; |
· | companies that have a shrinking float (i.e., a reduction in the number of publicly traded shares available for trading); |
· | companies that are deemed by the Adviser to be trading at an attractive valuation; |
· | companies that are deemed by the Adviser to have above average earnings or growth potential; or |
· | companies that are a target of shareholder activism. |
• | Complete and sign the account application. |
• | Enclose a check payable to the Galapagos Partners Select Equity Fund. |
• | Mail the application and the check to the Transfer Agent at the following address: |
• | By sending a check, made payable to Galapagos Partners Select Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246‑0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
• | By wire to the Fund account as described under “Opening an Account – By Wire.” Shareholders are required to call the Transfer Agent at 1-800-592-7722 before wiring funds. |
• | Through your brokerage firm or other financial institution. |
• |
Name;
|
• | Date of birth (for individuals); |
• | Residential or business street address (although post office boxes are still permitted for mailing); and |
• | Social security number, taxpayer identification number, or other identifying number. |
Per Share Data for a Share Outstanding Throughout the Period |
||||
|
Period Ended
|
|||
Net asset value at beginning of period |
$ |
10.00 |
||
Income (loss) from investment operations: |
||||
Net investment income |
0.02 |
|||
Net realized and unrealized losses on investments |
(0.37 |
) |
||
Total from investment operations |
(0.35 |
) |
||
Net asset value at end of period |
$ |
9.65 |
||
Total return (b) |
(3.50% |
) (c) |
||
Net assets at end of period (000's) |
$ |
4,157 |
||
Ratios/supplementary data: |
||||
Ratio of total expenses to average net assets (e) |
6.82 |
% (d) |
||
Ratio of net expenses to average net assets (e) (f) |
1.50 |
% (d) |
||
Ratio of net investment income to average net assets (e) (f) (g) |
0.38 |
% (d) |
||
Portfolio turnover rate |
1,244 |
% (c) |
(a) |
Represents the period from the commencement of operations (December 30, 2014) through November 30, 2015. |
(b) |
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses. |
(c) |
Not annualized. |
(d) |
Annualized. |
(e) |
Ratios do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests. |
(f) |
Ratio was determined after advisory fee reductions and/or expense reimbursements. |
(g) |
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
FACTS
|
WHAT DOES THE GALAPAGOS PARTNERS SELECT EQUITY FUND (the “Fund”) DO WITH YOUR PERSONAL INFORMATION?
|
||
|
|||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
|
|||
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
§
Social Security number
§
Assets
§
Retirement Assets
§
Transaction History
§
Checking Account Information
§
Purchase History
§
Account Balances
§
Account Transactions
§
Wire Transfer Instructions
When you are
no longer
our customer, we continue to share your information as described in this notice.
|
||
|
|||
How?
|
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.
|
||
|
|||
Reasons we can share your personal information
|
Does the Fund share?
|
Can you limit this sharing?
|
|
For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
|
Yes
|
No
|
|
For our marketing purposes –
to offer our products and services to you
|
No
|
We 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 experiences
|
No
|
We don’t share
|
|
For our affiliates’ everyday business purposes –
information about your creditworthiness
|
No
|
We don’t share
|
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
|
|
|||
Questions?
|
Call 1-800-592-7722
|
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
|
2
|
INVESTMENT RESTRICTIONS
|
14
|
CALCULATION OF SHARE PRICE
|
16
|
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
|
17
|
SPECIAL SHAREHOLDER SERVICES
|
17
|
MANAGEMENT OF THE TRUST
|
1 8
|
INVESTMENT ADVISER
|
2 4
|
PORTFOLIO TRANSACTIONS
|
26
|
THE DISTRIBUTOR
|
2 7
|
OTHER SERVICE PROVIDERS
|
28
|
GENERAL INFORMATION
|
30
|
ADDITIONAL TAX INFORMATION
|
3 4
|
FINANCIAL STATEMENTS
|
3 8
|
APPENDIX A (TRUSTEES AND OFFICERS)
|
3
9
|
APPENDIX B (TRUST’S PROXY VOTING POLICIES AND PROCEDURES)
|
44
|
APPENDIX C (ADVISER’S PROXY VOTING POLICIES AND PROCEDURES)
|
4
7
|
Fiscal Period Ended
|
Portfolio Turnover Rate
|
November 30, 2015
|
1,244%
|
· | Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund managed by Alambic Investment Management, L.P. of, San Francisco, California; |
· | APEXcm Small/Mid Cap Growth Fund managed by Apex Capital Management, Inc. of Dayton, Ohio; |
· | Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut; |
· | Blue Current Global Dividend Fund managed by Edge Advisers, LLC, of Atlanta, Georgia; |
· | Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, Castlemaine Multi-Strategy Fund managed by Castlemaine LLC of New York, New York; |
· | Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio; |
· | Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund managed by Lyrical Asset Management LP of New York, New York; |
· | Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, D.C.; |
· | Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management Inc. of New York, New York; |
· | Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California; |
· | Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York; and |
· | Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky. |
Name of Trustee
|
Dollar Range of Shares of
the Fund Owned by Trustee *
|
Aggregate Dollar
Range of Shares Owned of All Funds
in Trust Overseen by Trustee
|
Interested Trustee
|
||
Robert G. Dorsey
|
None
|
$100,001-$200,000
|
Independent Trustees
|
||
John J. Discepoli
|
None
|
None
|
John C. Davis
|
None
|
$50,001-$100,000
|
David M. Deptula
|
None
|
None
|
Janine L. Cohen
◊
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name of Trustee
|
Compensation
From the Fund
|
Pension or Retirement
Benefits Accrued As
Part of Fund Expenses
|
Estimated Annual
Benefits Upon Retirement
|
Total Compensation From
all Funds Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John J. Discepoli
|
$2, 5 00
|
None
|
None
|
$ 37,375
|
John C. Davis
|
$2, 5 00
|
None
|
None
|
$ 37,375
|
David M. Deptula
|
$2, 5 00
|
None
|
None
|
$ 37,375
|
Janine L. Cohen
◊
|
None
|
None
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name and Address of Record Owner
|
Percentage Ownership
|
Charles Schwab & Co., Inc.*
211 Main Street
San Francisco, California 94105
|
67.31%
|
Lack Holdings Inc.
55 Waugh Drive
Houston, Texas 77007
|
12.55%
|
Birdwood Associates Limited Partner
501 W. Friar Tuck Lane
Houston, Texas 77024
|
5.06%
|
Clifford B. Sondock
530 E. 72nd Street, Apt. #8A
New York, New York 10021
|
5.7%
|
* | The Fund believes that the entity does not have a beneficial interest of the shares. |
Fiscal Period Ended
|
Management Fees
Accrued
|
Management Fee
Waivers
|
Expense
Reimbursements
|
Net Advisory Fees
Received by Adviser
|
November 30, 2015
|
$27,696
|
$27,696
|
$84,281
|
$
0
|
Portfolio Manager
|
Type of Accounts
|
Total Number of
Other Accounts
Managed
|
Total Assets of
Other Accounts
Managed
|
Number of Accounts Managed with Advisory Fee Based on Performance
|
Total Assets of Accounts Managed with Advisory Fee Based on Performance
|
Stephen P. Lack
|
Registered Investment Companies
|
0
|
$
0
|
0
|
$
0
|
Other Pooled Investment Vehicles
|
4
|
$ 47,715,832
|
1
|
$ 23,688,741
|
|
Other Accounts
|
25
|
$ 671,973,102
|
0
|
$
0
|
Name of Portfolio Manager
|
Dollar Range of Shares of the Fund
|
Stephen P. Lack
|
E
|
Fiscal Period Ended
|
Brokerage Commission Paid by Fund
|
November 30, 2015
|
$20,460
|
· | prepares and assembles reports required to be sent to the Fund’s shareholders and arranges for the printing and dissemination of such reports; |
· | assembles reports required to be filed with the SEC and files such completed reports with the SEC; |
· | files the Fund’s federal income and excise tax returns and the Fund’s state and local tax returns; |
· | assists and advises the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and |
· | makes such reports and recommendations to the Trust’s Board as the Board reasonably requests or deems appropriate. |
Fiscal Period Ended
|
Administration
|
Fund Accounting
|
Transfer Agent
|
November 30, 2015
|
$22,000*
|
$22,214
|
$11,000
|
* | During the period ended November 30, 2015, Ultimus voluntarily waived fees in the amount of $6,000. |
· | Public disclosure regarding Portfolio Securities is made in the Fund’s Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports ”), which are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Except for such Official Reports and as otherwise expressly permitted by the Trust’s policy, shareholders and other persons may not be provided with information regarding Portfolio Securities held, purchased or sold by the Fund. |
· | Information regarding Portfolio Securities and other information regarding the investment activities of the Fund, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Fund, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Fund and/or the Adviser in accordance with the Fund’s disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Fund and that each organization is subject to a duty of confidentiality. |
· | The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of the Fund. |
· | The Fund’s policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which the Fund purchases and sells Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information. |
Type of Service Provider
|
Typical Frequency of Access to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of semi-annual and annual reports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old
|
Broker/dealers through which the Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
· | The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by the Fund, or purchased or sold by the Fund (other than information contained in Official Reports), may be disclosed. The Trust’s CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Fund or any shareholder of the Fund. The Trust’s CCO must inform the Board of any such arrangements that are approved by the Trust’s CCO, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval. |
· | Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased or sold by the Fund. |
Name and Year of Birth
|
Length of
Time Served
|
Position(s) Held
with Trust
|
Principal Occupation(s)
During Past 5 Years
|
Number of Funds in Trust Overseen by Trustee **
|
Directorships of Public Companies Held by Trustee During Past 5 Years
|
Interested Trustees
:
|
|||||
Robert G. Dorsey*
Year of Birth: 1957
|
Since February 2012
June 2012 to October 2013
|
Trustee
President
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
21
|
n/a
|
Independent Trustees
:
|
|||||
John J. Discepoli
Year of Birth: 1963
|
Since June 2012
|
Trustee
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
|
21
|
n/a
|
John C. Davis
Year of Birth: 1952
|
Since July 2014
Since June 2012
|
Chairman
Trustee
|
Consultant ( government services) since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974-2010)
|
21
|
n/a
|
David M. Deptula
Year of Birth: 1958
|
Since June 2012
|
Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at The Standard Register, Inc. from November 2011 until January 2016
|
21
|
n/a
|
Janine L. Cohen
Year of Birth: 1952
|
Since January 2016
|
Trustee
|
Retired since 2013;Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.
|
21
|
n/a
|
* | Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013. |
** | As of January 1, 2016. |
Name and Year of Birth
|
Length
Of Time
Served
|
Position(s)
Held with
Trust
|
Principal Occupation(s)
During Past 5 Years
|
Executive Officers
:
|
|||
David R. Carson
^
Year of Birth: 1958
|
Since April 2013
|
Principal Executive Officer of Ryan Labs Funds (October 2014 to present); President
Of the Trust (October 2013 to present);Vice President
Of the Trust (April 2013 to October 2013)
|
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, The Huntington Funds (2005 to 2013), The Flex-Funds (2006 to 2011), Meeder Financial (2007 to 2011), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013).
|
Nitin N. Kumbhani
8163 Old Yankee Road, Suite E
Dayton, Ohio 45458
Year of Birth: 1948
|
Since June 2012
|
Principal Executive Officer of APEXcm Small/Mid Cap Growth Fund
|
President and Chief Investment Officer of Apex Capital Management, Inc. (1987 to present)
|
Michael Kalbfleisch
8163 Old Yankee Road, Suite E
Dayton, Ohio 45458
Year of Birth: 1959
|
Since June 2012
|
Vice President of APEXcm Small/Mid Cap Growth Fund
|
Vice President and Chief Compliance Officer of Apex Capital Management, Inc. (2001 to present)
|
William S. Sloneker
8845 Governor’s Hill Drive, Cincinnati, Ohio 45249
Year of Birth: 1953
|
Since June 2012
|
Principal Executive Officer of Cincinnati Asset Management Funds: Broad Market Strategic Income Fund
|
Chairman, Chief Executive Office and Portfolio Manager of Cincinnati Asset Management, Inc. (1989 to present)
|
Andrew B. Wellington
405 Park Avenue, 6th Floor,
New York, New York 10022
Year of Birth: 1968
|
Since January 2013
|
Principal Executive Officer of Lyrical U.S. Value Equity Fund
|
Managing Director of Lyrical Asset Management LP (2008 to present)
|
Nicholas Chermayeff
300 First Stamford Place
3
rd
Floor East
Stamford, CT 06902
Year of Birth: 1969
|
Since April 2013
|
Principal Executive Officer of Barrow SQV Long All Cap Fund and Barrow SQV Hedged All Cap Fund
|
Co-Chief Executive Officer and Principal of Barrow Street Capital LLC (since 1997)
|
Andrew Dassori
215 Park Avenue South, Suite 1902
New York, NY 10003
Year of Birth: 1984
|
Since July 2013
|
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
|
Managing Member and Chief Compliance Officer of Wavelength Capital Management, LLC (2013 to present); Formerly, Portfolio Manager, Credit Suisse Asset Management LLC (2007 to 2013)
|
Henry M.T. Jones
1380 West Paces Ferry Rd.
Suite 1000
Atlanta, GA 30327
Year of Birth: 1971
|
Since July
2014
|
Principal Executive Officer of Blue Current Global Dividend Fund
|
Co-Managing Partner of Edge Advisors, LLC (2012 to present); co-founder and partner since 2006.
|
Stephen P. Lack
55 Waugh Drive
Suite 1130
Houston, TX 770077
Year of Birth: 1957
|
Since October 2014
|
Principal Executive Officer of Galapagos Partners Select Equity Fund
|
Founder, President and Chief Investment Officer of Galapagos Partners, L.P. (since 2007)
|
Benjamin H. Thomas
401 West Main Street Suite 2100
Louisville, KY 40202
Year of Birth: 1974
|
Since April 2015
|
Principal Executive Officer of Waycross Long/Short Equity Fund
|
Founder, Managing Partner and Portfolio Manager for Waycross Partners, LLC (2005 to present)
|
Robert T. Slaymaker
655 Montgomery St., Ste. 1905 San Francisco, CA 94111
Year of Birth: 1951
|
Since September 2015
|
Principal Executive Officer of Alambic Funds
|
Partner and Head of Client Service at Alambic Investment Management L.P. (2013 to present); Operating Partner at Advent International, Inc. (2008 to 2013)
|
Daniel Darchuck
30 Ragsdale Drive
Monterey, CA 93940
Year of Birth: 1958
|
Since September 2015
|
Principal Executive Officer of Topturn OneEighty Fund
|
Co-Founder, Chief Executive Officer of Topturn Capital , LLC (2009 to present); Chief Executive Officer of Topturn Fund Advisors, LLC (2015 to present)
|
Alfredo Viegas
250 W. 57
th
St., Ste. 2032, New York, NY 10107
Year of Birth: 1968
|
Since December 2015
|
Principal Executive Officer of Castlemaine Funds
|
Chief Investment Officer and Chief Compliance Officer at Castlemaine LLC (2015 to present); Managing Director at Nomura Securities (2012 to 2015); Managing Director at Knight Capital Group (2009 to 2012).
|
Christopher M. Niemczewski
21 Dupont Circle NW, Suite 500, Washington, D.C. 20036
Year of Birth: 1951
|
Since December 2015
|
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
|
Founder, Managing Principal of Marshfield Associates, Inc. (1989 to present)
|
Jennifer L. Leamer
^
Year of Birth: 1976
|
Since
April 2014
|
Treasurer
(2014 - present)
Assistant Treasurer
(April 2014-October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014); Business Analyst (2007 to 2014)
|
Mark J. Seger^
Year of Birth: 1962
|
Since October 2012
|
Assistant Treasurer
(2014 to present)
Treasurer
(2012 to 2014)
|
Co-Founder and Managing Director, Ultimus Fund Solutions, LLC (1999 to present)
|
Bo J. Howell^
Year of Birth: 1981
|
Since October 2014
|
Secretary
(2015 to present)
Assistant Secretary
(2014)
|
V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S.
Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Frank L. Newbauer
^
Year of Birth: 1954
|
Since February 2012
|
Assistant Secretary
(2015 to present)
Secretary
(2012 to 2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (2010 to present); Assistant Vice President of JPMorgan Chase Bank, N.A. (1999 to 2010)
|
Charles C. Black
^
Year of Birth: 1979
|
Since April 2015
|
Chief Compliance Officer
(January 2016 to present)
Assistant Chief Compliance Officer (April 2015 - January 2016)
|
Senior Compliance Officer of Ultimus Fund Solutions, LLC (April 2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015), Senior Compliance Manager at Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist (2006 to 2011)
|
Martin R. Dean
^
Year of Birth: 1963
|
Since January 2016
|
Assistant Chief Compliance Officer
|
Vice President, Director of Fund Compliance of Ultimus Fund Solutions, LLC (January 2016 to present); Assistant Chief Compliance Officer, Unified Series Trust (January 2016 to present); Anti-Money Laundering Officer and Chief Compliance Officer, The Huntington Funds (July 2013 to present); Anti-Money Laundering Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present); Senior Vice President and Compliance Group Manager, Huntington Asset Services, Inc. (July 2013 to December 2015); Director of Fund Accounting and Fund Administration Product at Citi Fund Services (January 2008 to June 2013)
|
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
1. | PURPOSE ; DELEGATION |
2. | DEFINITIONS |
3. | POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES. |
4. | POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES |
5. | CONFLICTS OF INTEREST |
6. | ROUTINE PROPOSALS |
7. | PROXY MANAGER APPROVAL |
8. | PROXY VOTING PROCEDURES |
9. | FORM N-PX |
10. | INVESTMENT ADVISERS’ VOTING PROCEDURES |
1. | Uncontested elections of Directors, including the number and terms of office, attendance, and the number of meetings held. |
2. | Selection and ratification of auditors. |
3. | Stock splits, dividend, and fractional share issues. |
4. | Application for listing of securities. |
5. | Corporate name changes. |
6. | Pollution, environment, or conservation issues. |
7. | Employment issues. |
8. | Restore or eliminate pre-emptive rights. |
9. | Fees paid to auditors for consultants. |
10. | Business abroad. |
11. | Date, location of annual meeting. |
12. | Contributions to charity or for education. |
13. | The operation and construction of nuclear power plants. |
14. | All other items which aren’t expected to have a material adverse effect on the price of stock. |
15. | Increases in authorized shares, common or preferred. |
1. | Acquisitions, mergers, and spin-offs. |
2. | Significant changes in the Articles of Incorporation or By-Laws, such as anti-takeover provisions, poison pills, and rights issues. |
3. | Proxy fight or other control contest. |
4. | Remuneration of management, directors, and employees. Employee Stock Option Plans. |
5. | Cumulative voting issues. |
6. | Golden parachute plans or any unusual compensation benefits to be awarded contingent upon the merger or acquisition of the particular company. |
· | To avoid excessive storage space, Galapagos will retain only one copy of each annual report and proxy statement received from the reporting companies. All others will not be retained. |
· | All proxy ballots will be collected and grouped with that company’s annual report and proxy statement. |
· | Every proxy ballot will be recorded on the day or receipt by: |
o | Broker/dealer/custodian and account number |
o | Date received in office of Galapagos |
o | Stock symbol |
o | Number of shares to be voted |
o | Voting deadline |
o | Shareholder name – where possible |
o | Proxy control number (on proxy statement) |
· | Once the individual company’s proxies are received, that company is assigned to a designated Portfolio Manager |
· | One of Galapagos’s Portfolio Managers, or his or her designee, will conduct an in-depth analysis of the entire proxy ballot and all corporate board proposals. This analysis will be conducted to avoid any actual or potential material conflicts of interest. If a conflict of interest is evident after in-depth analysis, the matter will be discussed among the Portfolio Managers and upon consensus of these managers, they will cast their votes in the best interest of the mutual fund client. If a conflict of interest is identified and the company is held by an open-end mutual fund managed by Galapagos the conflict will be brought to the fund’s board of trustees or a committee of trustees delegated this responsibility, for vote instruction. |
· | After making his/her decision, the designated Portfolio Manager will return the proxy ballot to an assistant who will then electronically vote each ballot |
· | After voting the proxy ballots, an electronic confirmation of the vote(s) cast will be sent to the CCO for his/her information and possibly comments |
· | All electronic confirmations will be printed, matched, and attached (by group) with the actual proxy ballots (ballot groupings) |
· | The reporting company’s annual report, proxy statement and ballot groupings will then be preserved and maintained and available for retrieval if requested by any mutual fund client and to prepare the mutual fund’s annual Form N-PX. |
· | manages the company's pension plan; |
· | administers the company's employee benefit plan; |
· | provides brokerage, underwriting, insurance or banking services to the company; or, |
· | manages money for an employee group. |
· | an executive of the company; |
· | a director of the company; |
· | a person who is a candidate to be a director of the company; or |
· | a participant in the proxy contest. |
· | The proxy voting policies and procedures. |
· | Copies of proxy statements Galapagos received for mutual fund client securities. |
· | A record of each vote Galapagos cast on behalf of a mutual client. |
· | A copy of any document created that was material to making a decision on how to vote proxies on behalf of a mutual fund client or that memorializes the basis for that decision; and |
· | A copy of each written mutual fund client request for information on how Adviser voted proxies on behalf of the mutual fund client, and a copy of any written response by Adviser to any (written or oral) mutual fund client request for that information on behalf of the requesting mutual fund client. |
· | The mutual fund client’s Form N-PX. |
Risk/Return Summary: Lyrical U.S. Value Equity Fund
|
1
|
Risk/Return Summary: Lyrical U.S. Hedged Value Fund
|
7
|
Investment Objective, Investment Strategies and Related Risks
|
|
Lyrical U.S. Value Equity Fund
|
1 5
|
Lyrical U.S. Hedged Value Fund
|
1 6
|
Fund Management
|
2 0
|
Distribution Plan
|
2 2
|
Historical Performance of the Adviser’s Value Equity Style Private Accounts
|
2 3
|
How the Funds Value Their Shares
|
2 4
|
How to Buy Shares
|
2 5
|
How to Exchange Shares
|
29
|
How to Redeem Shares
|
30
|
Dividends, Distributions and Taxes
|
3 2
|
Financial Highlights
|
3 3
|
Customer Privacy Notice
|
38
|
For Additional Information
|
back cover
|
Investor
Class
|
Institutional
Class
|
|
Management Fees
|
1.25%
|
1.25%
|
Distribution (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.22
%
|
0.
17
%
|
Total Annual Fund Operating Expenses
|
1.72
%
|
1.42
%
|
Less Management Fee
Reductions
and/or Expense Reimbursements
(1)
|
(0.
02
%)
|
None
|
Total Annual Fund Operating Expense After Fee
Reductions
and/or Expense Reimbursements
|
1.70%
|
1.4
2
%
|
(1) | Lyrical Asset Management LP (the “Adviser”) has contractually agreed, until March 31, 2017, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, borrowing costs such as interest and dividend expenses on securities sold short, interest, A cquired F und fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund's business) to an amount not exceeding 1.70% and 1.45% of Investor Class shares’ and Institutional Class shares’, respectively, average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed the foregoing expense limitation. Prior to March 31, 2017, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”) . This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. |
Class
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Investor
|
$173
|
$538
|
$930
|
$2,027
|
Institutional
|
$14 5
|
$ 449
|
$7 76
|
$1, 702
|
Highest:
|
7.06% (quarter ended December 31, 2014)
|
Lowest:
|
-9.49% (quarter ended September 30, 2015)
|
One Year
|
Since Inception (February 4, 2013)
|
|
Value Equity Fund – Institutional Class
|
||
Return Before Taxes
|
-6.45 %
|
16.68 %
|
Return After Taxes on Distributions
|
-7.03 %
|
16.02 %
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-3.14 %
|
13.02 %
|
S&P 500 Index
(reflects no deduction for fees, expenses or taxes)
|
1.38 %
|
13.73 %
|
Portfolio Managers
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Andrew Wellington
|
Co-managing the Value Equity Fund since its inception in 2013
|
Managing Partner, Chief Investment Officer
|
Caroline Ritter
|
Co-managing the Value Equity Fund since September 2014
|
Portfolio Manager
|
Investor
Class |
Institutional
Class
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
None
|
Maximum Contingent Deferred Sales Charge (Load)
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
Exchange Fee
|
None
|
None
|
Redemption Fee
|
None
|
None
|
Investor
|
Institutional
|
|
Class
|
Class
|
|
Management Fees
|
1.55%
|
1.55%
|
Distribution (12b-1) Fees
|
0.25%
|
None
|
Other Expenses:
|
||
Dividend expense on securities sold short
|
0. 89 %
|
0. 89 %
|
Brokerage expense on securities sold short
|
0. 52 %
|
0. 52 %
|
Other operating expenses
|
12.28
%
|
11.80
%
|
Total Other Expenses
|
15.49 %
|
14.76 %
|
Acquired Fund Fees and Expenses
(1)
|
0.01%
|
0.01%
|
Total Annual Fund Operating Expenses
|
15.50 %
|
14.77 %
|
Less Management Fee Reductions and/or Expense Reimbursements
(
2
)
|
(
12.08
%)
|
(
11.60
%)
|
Total Annual Fund Operating Expense After Fee Reductions and/or Expense Reimbursements
(1)
|
3.42
%
|
3.17
%
|
(1) | “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waivers and/or Expenses Reimbursement” will not correlate to the ratios of expenses to the average net assets in the Fund’s Financial Highlights, which reflect the operating expenses of the Fund and do not include “Acquired Fund Fees and Expenses.” |
(2) | Lyrical Asset Management LP (the “Adviser”) has contractually agreed, until March 31, 2017, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, borrowing costs such as interest and dividend expenses on securities sold short, interest, A cquired F und fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund's business) to an amount not exceeding 2.00% and 1.75% of Investor Class shares and Institutional Class shares, respectively, average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed the foregoing expense limitation. Prior to March 31, 2017, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”) . This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. |
Class
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Investor
|
$345
|
$3,172
|
$5,436
|
$9,317
|
Institutional
|
$ 320
|
$ 3,041
|
$ 5,257
|
$ 9,158
|
Highest:
|
1.31% (quarter ended March 31, 2015)
|
Lowest:
|
-6.01% (quarter ended September 30, 2015)
|
One Year
|
Since Inception
(July 14, 2014)
|
|
Hedged Value Fund – Institutional Class
|
||
Return Before Taxes
|
-6.58%
|
-4.79%
|
Return After Taxes on Distributions
|
-6.76%
|
-4.92%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-3.57%
|
-3.64%
|
S&P 500 Index
(reflects no deduction for fees, expenses or taxes)
|
1.38%
|
4.45%
|
Portfolio Managers
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Andrew Wellington
|
Co-managing the Hedged Value Fund since its inception in 2014
|
Managing Partner, Chief Investment Officer
|
Caroline Ritter
|
Co-managing the Hedged Value Fund since September 2014
|
Portfolio Manager
|
Average Annual Total Returns
for Period Ended December 31 |
U.S. Value Equity
Composite Accounts
(1)
|
Standard &Poor’s
500 Index
(2)
|
1 Year
|
-6.2 %
|
1.4 %
|
5 years
(3)
|
14.4 %
|
2.6 %
|
Since Inception (January 1, 2009)
(3)
|
23.2 %
|
4.8 %
|
(1) | The performance of the Accounts, which is unaudited, has been computed by the Adviser in accordance with Global Investment Performance Standards (GIPS ® ). Calculating performance in accordance with GIPS ® differs from the standardized methodology promulgated by the Securities and Exchange Commission under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology. |
(2) | The Standard & Poor’s 500 Index is an unmanaged index of the common stocks of 500 widely held U.S. companies. Unlike mutual funds, the index does not incur expenses. If expenses were deducted, the actual returns of this index would be lower. |
(3) | Annualized. |
• | Complete and sign the account application. |
• | Enclose a check payable to the applicable Fund; please reference Investor Class or Institutional Class to ensure proper crediting to your account. |
• | Mail the application and the check to the Transfer Agent at the following address: |
• | By sending a check, made payable to the Fund in which you are investing, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by each Fund as a result of any check returned for insufficient funds. |
• | By wire to the account of the Fund in which you are investing as described under “Opening an Account – By Wire.” Shareholders are required to call the Transfer Agent at 1-888-884-8099 before wiring funds. |
• | Through your brokerage firm or other financial institution. |
• | Name; |
• | Date of birth (for individuals); |
• | Residential or business street address (although post office boxes are still permitted for mailing); and |
• | Social security number, taxpayer identification number, or other identifying number. |
• | Your name and telephone number; |
• | The exact name of your account and your account number; |
• | Taxpayer identification number (usually your Social Security number); |
• | Dollar value or number of shares to be exchanged; |
• | The name of the Fund from which the exchange is to be made; and |
• | The name of the Fund into which the exchange is being made. |
LYRICAL U.S. VALUE EQUITY FUND
|
(a) |
Represents the period from the commencement of operations (February 4, 2013) through November 30, 2013. |
(b) |
Amount rounds to less than $0.01 per share. |
(c) |
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(d) |
Not annualized. |
(e) |
Annualized. |
(f) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
(g) |
Amount rounds to less than 0.01%. |
LYRICAL U.S. VALUE EQUITY FUND
|
(a) |
Represents the period from the commencement of operations (February 24, 2014) through November 30, 2014. |
(b) |
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(c) |
Not annualized. |
(d) |
Annualized. |
(e) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
(f) |
Represents the year ended November 30, 2014. |
LYRICAL U.S. HEDGED VALUE FUND
|
(a) |
Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014. |
(b) |
Amount rounds to less than $0.01 per share. |
(c) |
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(d) |
Not annualized. |
(e) |
Annualized. |
(f) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
LYRICAL U.S. HEDGED VALUE FUND
|
(a) |
Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014. |
(b) |
Amount rounds to less than $0.01 per share. |
(c) |
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(d) |
Not annualized. |
(e) |
Annualized. |
(f) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
FACTS
|
WHAT DO THE LYRICAL U.S. VALUE EQUITY FUND AND THE LYRICAL U.S. HEDGED VALUE FUND (THE “FUNDS”) DO WITH YOUR PERSONAL INFORMATION?
|
||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
▪
Social Security number
▪
Assets
▪
Retirement Assets
▪
Transaction History
▪
Checking Account Information
▪
Purchase History
▪
Account Balances
▪
Account Transactions
▪
Wire Transfer Instructions
When you are
no longer
our customer, we continue to share your information as described in this notice.
|
||
How?
|
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Funds choose to share; and whether you can limit this sharing.
|
||
Reasons we can share your personal information
|
Does the
Fund share? |
Can you limit this sharing?
|
|
For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes
|
No
|
|
For our marketing purposes –
to offer our products and services to you |
No
|
We 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 experiences |
No
|
We don’t share
|
|
For our affiliates’ everyday business purposes –
information about your creditworthiness |
No
|
We don’t share
|
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
|
Questions?
|
Call 1-888-884-8099
|
· | Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund managed by Alambic Investment Management, L.P. of, San Francisco, California 84000; |
· | APEXcm Small/Mid Cap Growth Fund managed by Apex Capital Management, Inc. of Dayton, Ohio; |
· | Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut; |
· | Blue Current Global Dividend Fund managed by Edge Advisors, LLC of Atlanta, Georgia; |
· | Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio; |
· | Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, Castlemaine Multi-Strategy Fund managed by Castlemaine LLC of New York, New York; |
· | Galapagos Partners Select Equity Fund managed by Galapagos Partners, L.P. of Houston, Texas; |
· | Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, D.C.; |
· | Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management. of New York, New York |
· | Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California ; |
· | Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York; and |
· | Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky. |
Name of Trustee
|
Dollar Range of Shares of the Value Equity Fund
and the Hedged Equity Fund Owned by Trustee
|
Aggregate Dollar Range of Shares of
All Funds in Trust Overseen by Trustee
|
Interested Trustee
|
||
Robert G. Dorsey
|
$50,00 1 - $100,000
|
$100,00 1 - $200,000
|
Independent Trustees
|
||
John J. Discepoli
|
None
|
None
|
John C. Davis
|
None
|
$50,001-$100,000
|
David M. Deptula
|
None
|
None
|
Janine L. Cohen
◊
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name of Trustee
|
Aggregate
Compensation
From the Funds
|
Pension or Retirement
Benefits Accrued
As Part of Fund Expenses
|
Estimated Annual
Benefits Upon Retirement
|
Total Compensation From
all Funds Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John J. Discepoli
|
$ 5,000
|
None
|
None
|
$ 37,375
|
John C. Davis
|
$ 5,000
|
None
|
None
|
$ 37,375
|
David M. Deptula
|
$ 5,000
|
None
|
None
|
$ 37,375
|
Janine L. Cohen
◊
|
None
|
None
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name and Address of Record Owner
|
Percentage Ownership
|
Lyrical U.S. Value Equity Fund - Institutional Class
|
Morgan Stanley Smith Barney LLC
1300 Thames St., Wharf 6th Floor
Baltimore, MD 21231
|
44.58%*
|
Lyrical U.S. Value Equity Fund - Investor Class
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
46.99 %
|
Lyrical U.S. Hedged Value Fund - Institutional Class
|
Lyrical Asset Management LP
405 Park Avenue, 6
th
Floor
New York, NY 10022
|
60.86 %
|
Ann S. Riesenberg 1997 Irrev Trust
64 Cowdin Lane
Chappaqua, NY 10514
|
24.10 % *
|
George Wellington
17354 Via Capri E
Boca Raton, FL 33496
|
12.52%
|
Lyrical U.S. Hedged Value Fund - Investor Class
|
Lyrical Asset Management LP
405 Park Avenue, 6
th
Floor
New York, NY 10022
|
8 0 . 62 %
|
Oppenheimer & Co., Inc., FBO
Donald R. Govaere RLVR IRA
3771 Keegan
Emmett, MI 48022
|
7.16 % *
|
* | The Fund believes that such entity does not have a beneficial interest of such shares. |
Management
Fees Accrued
|
Management
Fee Waivers
|
Expense
Reimbursements
|
Net Advisory Fees Received by Adviser
|
|
Lyrical U.S. Value Equity Fund
|
||||
Fiscal Year Ended November 30, 2015
|
$8,690,662
|
None
|
$43,226
|
$8,690,662
|
Fiscal Year Ended November 30, 2014
|
$4,231,589
|
$15,825
|
$25,285
|
$4,215,764
|
Fiscal Period Ended November 30, 2013
|
$322,251
|
$64,163
|
$59,474
|
$258,088
|
Lyrical U.S. Hedged Value Fund
|
||||
Fiscal Year Ended November 30, 2015
|
$21,583
|
$21,583
|
$143,263
|
$0
|
Fiscal Period Ended November 30, 2014
|
$6,560
|
$6,560
|
$52,858
|
$0
|
Portfolio Manager
|
Type of Accounts
|
Total Number of
Other Accounts
Managed
|
Total Assets of
Other Accounts
Managed
|
Number of Accounts Managed
with Advisory
Fee Based on Performance
|
Total Assets of Accounts Managed
with Advisory
Fee Based on Performance
|
Andrew B. Wellington
|
Registered Investment Companies
|
0
|
$
0
|
0
|
$
0
|
Other Pooled Investment Vehicles
|
3
|
$ 1.5 billion
|
3
|
$ 1.5 billion
|
|
Other Accounts
|
433
|
$2 billion
|
185
|
$ 800 million
|
|
Caroline Ritter
|
Registered Investment Companies
|
0
|
$
0
|
0
|
$
0
|
Other Pooled Investment Vehicles
|
3
|
$ 1.5 billion
|
3
|
$ 1.5 billion
|
|
Other Accounts
|
433
|
$2 billion
|
185
|
$ 800 million
|
Name of Portfolio Manager
|
Dollar Range of Shares
of the Value Equity Fund
|
Dollar Range of Shares
of the Hedged Value Fund
|
Andrew B. Wellington
|
G
|
G
|
Caroline Ritter
|
E
|
A
|
Lyrical U.S. Value Equity Fund
|
|
Fiscal Year Ended November 30, 2015
|
$170,861
|
Fiscal Year Ended November 30, 2014
|
$225,898
|
Fiscal Period Ended November 30, 2013
|
$58,049
|
Lyrical U.S. Hedged Value Fund
|
|
Fiscal Year Ended November 30, 2015
|
$268
|
Fiscal Period Ended November 30, 2014
|
$1,245
|
· | prepares and assembles reports required to be sent to each Fund’s shareholders and arranges for the printing and dissemination of such reports; |
· | assembles reports required to be filed with the SEC and files such completed reports with the SEC; |
· | files each Fund’s federal income and excise tax returns and each Fund’s state and local tax returns; |
· | assists and advises each Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and |
· | makes such reports and recommendations to the Trust’s Board as the Board reasonably requests or deems appropriate. |
Administration
|
Fund Accounting
|
Transfer Agent
|
|
Lyrical U.S. Value Equity Fund
|
|||
Fiscal Year Ended November 30, 2015
|
$528,108
|
$94,551
|
$74,725
|
Fiscal Year Ended November 30, 2014
|
$309,402
|
$64,509
|
$48,148
|
Fiscal Period Ended November 30, 2013
|
$32,520
|
$22,588
|
$14,500
|
Lyrical U.S. Hedged Value Fund
|
|||
Fiscal Year Ended November 30, 2015
|
$25,000
|
$31,137
|
$24,000
|
Fiscal Period Ended November 30, 2014
|
$9,000
|
$11,291
|
$9,000
|
Fiscal period/year ended
|
Total Distribution and Service Fees
|
Compensation to Broker-Dealers
|
Compensation to Distributor
|
Other Registered Rep Related Fees
|
Advertising
|
Printing of Prospectuses for Non-Shareholders
|
November 30, 2015
|
$187,597
|
$20,706
|
$3,000
|
$163,891
|
$0
|
$0
|
November 30, 2014
|
$9,150
|
$8400
|
$750
|
$0
|
$0
|
$0
|
Fiscal period/year ended
|
Total Distribution and Service Fees
|
Compensation to Broker-Dealers
|
Compensation to Distributor
|
Other Registered Rep Related Fees
|
Advertising
|
Printing of Prospectuses for Non-Shareholders
|
November 30, 2015
|
$1,681
|
$84
|
$1,479
|
$118
|
$0
|
$0
|
November 30, 2014
|
$515
|
$35
|
$480
|
$0
|
$0
|
$0
|
· | Public disclosure regarding Portfolio Securities is made : |
o | Following the end of each calendar quarter, the Funds generally will publicly disclose information regarding Portfolio Securities as of such quarter-end either in a complete and uncertified schedule, or a list of the top 10 holdings, posted on its websites or in advertising material that is posted on its websites. This information is generally available within 30 days of the end of the calendar quarter and will remain available until the posting of the next quarterly Portfolio Securities report. |
o | I n the Fund’s Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports”), which are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. |
· | Information regarding Portfolio Securities and other information regarding the investment activities of the Funds, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Funds, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Funds and/or the Adviser in accordance with the Funds’ disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Funds and that each organization is subject to a duty of confidentiality . |
· | The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of each Fund. |
· | The Funds’ policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which each Fund purchases and sells Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information. |
Type of Service Provider
|
Typical Frequency of Access to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of S emi- A nnual and A nnual R eports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old
|
Broker/dealers through which the Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
· | The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by a Fund, or purchased or sold by a Fund (other than information contained in Official Reports), may be disclosed. The CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Funds or any shareholder of a Fund. The CCO must inform the Board of any such arrangements that are approved by the CCO , and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval. |
· | Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased or sold by the Fund. |
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Number of Funds in Trust Overseen by Trustee **
|
Directorships of Public Companies Held by Trustee During Past 5 Years
|
Interested Trustees
:
|
|||||
Robert G. Dorsey*
Year of Birth: 1957
|
Since February 2012
|
Trustee
(2012 to present)
President
( June 2012 to
October 2013 )
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
21
|
n/a
|
Independent Trustees
:
|
|||||
John J. Discepoli
Year of Birth: 1963
|
Since June 2012
|
Trustee
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
|
21
|
n/a
|
John C. Davis
Year of Birth: 1952
|
Since
June 2012
|
Chairman
(July 2014 to present)
Trustee
(June 2012 to present)
|
Consultant ( government services) since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974-2010)
|
21
|
n/a
|
David M. Deptula
Year of Birth: 1958
|
Since June 2012
|
Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at The Standard Register, Inc. from November 2011 until January 2016
|
21
|
n/a
|
Janine L. Cohen
◊
Year of Birth: 195 2
|
Since January 201 6
|
Trustee
|
Retired since 2013; Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2004 to 2013 at AER Advisors, Inc.
|
21
|
n/a
|
* | Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent, and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013. |
** | As of January1, 2016 . |
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Executive Officers
:
|
|||
David R. Carson ^
Year of Birth: 1958
|
Since April 2013
|
President of the Trust
(October 2013 to present)
Principal Executive Officer of Ryan Labs Funds (October 2014 to present)
Vice President of the Trust (April 2013 to October 2013)
|
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, The Huntington Funds (2005 to 2013), The Flex-Funds (2006 to 2011), Meeder Financial (2007 to 2011), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013).
|
Nitin N. Kumbhani
8163 Old Yankee Road, Suite E
Dayton, Ohio 45458
Year of Birth: 1948
|
Since June 2012
|
Principal Executive Officer of APEXcm Small/Mid Cap Growth Fund
|
President and Chief Investment Officer of Apex Capital Management, Inc. (1987 to present)
|
Michael Kalbfleisch
8163 Old Yankee Road, Suite E
Dayton, Ohio 45458
Year of Birth: 1959
|
Since June 2012
|
Vice President of APEXcm Small/Mid Cap Growth Fund
|
Vice President and Chief Compliance Officer of Apex Capital Management, Inc. (2001 to present)
|
William S. Sloneker
8845 Governor’s Hill Drive, Cincinnati, Ohio 45249
Year of Birth: 1953
|
Since June 2012
|
Principal Executive Officer of Cincinnati Asset Management Funds: Broad Market Strategic Income Fund
|
Chairman, Chief Executive Office and Portfolio Manager of Cincinnati Asset Management, Inc. (1989 to present)
|
Andrew B. Wellington
405 Park Avenue, 6th Floor, New York, New York 10022
Year of Birth: 1968
|
Since January 2013
|
Principal Executive Officer of Lyrical U.S. Value Equity Fund
|
Managing Director of Lyrical Asset Management LP (2008 to present)
|
Nicholas Chermayeff
300 First Stamford Place
3
rd
Floor East
Stamford, CT 06902
Year of Birth: 1969
|
Since April 2013
|
Principal Executive Officer of Barrow SQV Long All Cap Fund and Barrow SQV Hedged All Cap Fund
|
Co-Chief Executive Officer and Principal of Barrow Street Capital LLC (since 1997)
|
Andrew Dassori
215 Park Avenue South, Suite 1902
New York, NY 10003
Year of Birth: 1984
|
Since July 2013
|
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
|
Managing Member and Chief Compliance Officer of Wavelength Capital Management, LLC (2013 to present); Formerly, Portfolio Manager, Credit Suisse Asset Management LLC (2007 to 2013)
|
Henry M.T. Jones
1380 West Paces Ferry Rd.
Suite 1000
Atlanta, GA 30327
Year of Birth: 1971
|
Since July
2014
|
Principal Executive Officer of Blue Current Global Dividend Fund
|
Co-Managing Partner of Edge Advisors, LLC (2012 to present); co-founder and partner since 2006.
|
Stephen P. Lack
55 Waugh Drive
Suite 1130
Houston, TX 770077
Year of Birth: 1957
|
Since October 2014
|
Principal Executive Officer of Galapagos Partners Select Equity Fund
|
Founder, President and Chief Investment Officer of Galapagos Partners, L.P. (since 2007)
|
Benjamin H. Thomas
401 W. Main St., Ste. 2100
Louisville, KY 40202
Year of Birth: 1974
|
Since April 2015
|
Principal Executive Officer of Waycross Long/Short Equity Fund
|
Founder, Managing Partner and Portfolio Manager for Waycross Partners, LLC (2005 to present)
|
Robert T. Slaymaker
655 Montgomery St., Ste. 1905 San Francisco, CA 94111
Year of Birth: 1951
|
Since September 2015
|
Principal Executive Officer of Alambic Funds
|
Partner and Head of Client Service at Alambic Investment Management L.P. (2013 to present); Operating Partner at Advent International, Inc. (2008 to 2013)
|
Daniel Darchuck
30 Ragsdale Dr.,
Monterey, CA 93940
Year of Birth: 1958
|
Since September 2015
|
Principal Executive Officer of Topturn OneEighty Fund
|
Co-Founder, Chief Executive Officer of Topturn Capital, LLC (2009 to present); Chief Executive Officer of Topturn Fund Advisors, LLC (2015 to present)
|
Alfredo Viegas
250 W. 57
th
St., Ste. 2032, New York, NY 10107
Year of Birth: 1968
|
Since December 2015
|
Principal Executive Officer of Castlemaine Funds
|
Chief Investment Officer and Chief Compliance Officer at Castlemaine LLC (2015 to present); Managing Director at Nomura Securities (2012 to 2015); Managing Director at Knight Capital Group (2009 to 2012).
|
Christopher M. Niemczewski
21 Dupont Circle NW, Suite 500, Washington, D.C. 20036
Year of Birth: 1951
|
Since December 2015
|
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
|
Founder, Managing Principal of Marshfield Associates, Inc. (1989 to present)
|
Jennifer L. Leamer ^
Year of Birth: 1976
|
Since
April 2014
|
Treasurer
(2014 to present)
Assistant Treasurer
(April 2014 to October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014); Business Analyst (2007 to 2014)
|
Mark J. Seger^
Year of Birth: 1962
|
Since
February 2012
|
Assistant Treasurer (2014 to present)
Treasurer
(2012 to
2014)
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
Bo J. Howell^
Year of Birth: 1981
|
Since October 2014
|
Secretary
(2015 to present)
Assistant Secretary
(2014)
|
V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S.
Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Frank L. Newbauer^
Year of Birth: 1954
|
Since February 2012
|
Assistant Secretary (2015 to present)
Secretary
(2012 to
2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present); Assistant Vice President of JPMorgan Chase Bank, N.A. (1999 to 2010)
|
|
|
|
|
Charles C. Black^
Year of Birth: 1979
|
Since April 2015
|
Chief Compliance Officer (January 2016 to present)
Assistant Chief Compliance Officer (April 2015 - January 2016)
|
Senior Compliance Officer of Ultimus Fund Solutions, LLC (April 2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015), Senior Compliance Manager at Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist (2006 to 2011)
|
Martin R. Dean
^
Year of Birth: 1963
|
Since January 2016
|
Assistant Chief Compliance Officer
|
Vice President, Director of Fund Compliance of Ultimus Fund Solutions, LLC (January 2016 to present); Assistant Chief Compliance Officer, Unified Series Trust (January 2016 to present); Anti-Money Laundering Officer and Chief Compliance Officer, The Huntington Funds (July 2013 to present); Anti-Money Laundering Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present); Senior Vice President and Compliance Group Manager, Huntington Asset Services, Inc. (July 2013 to December 2015); Director of Fund Accounting and Fund Administration Product at Citi Fund Services (January 2008 to June 2013)
|
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
1. | PURPOSE; DELEGATION |
2. | DEFINITIONS |
3. | POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES. |
4. | POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES |
5. | CONFLICTS OF INTEREST |
6. | ROUTINE PROPOSALS |
7. | PROXY MANAGER APPROVAL |
8. | PROXY VOTING PROCEDURES |
9. | FORM N-PX |
10. | INVESTMENT ADVISERS’ VOTING PROCEDURES |
I. | General Policy |
· | the impact on the value of the securities; |
· | the anticipated costs and benefits associated with the proposal; |
· | the effect on liquidity; and |
· | customary industry and business practices. |
II. | Specific Policies |
A. | Routine Matters |
1. | General Matters |
● | to set time and location of annual meeting |
● | to change the fiscal year of the company; and |
● | to change the name of a company. |
2. | Board Members |
3. | Capital Structure |
4. | Appointment of Auditors |
● | the Firm has serious concerns about the accountants presented, including their independence, or the audit procedures used; or |
● | the auditors are being changed without explanation. |
B. | Non-Routine Matters |
C. | Abstaining from Voting or Affirmatively Not Voting |
III. | Conflicts of Interest |
IV. | Procedures for Proxies |
V. | Record of Proxy Voting |
TABLE OF CONTENTS
|
RISK/RETURN SUMMARY:
|
1
|
RYAN LABS CORE BOND FUND
|
1
|
RISK/RETURN SUMMARY:
|
11
|
RYAN LABS LONG CREDIT FUND
|
11
|
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
|
20
|
RYAN LABS CORE BOND FUND
|
20
|
RYAN LABS LONG CREDIT FUND
|
22
|
FUND MANAGEMENT
|
30
|
HISTORICAL PERFORMANCE OF THE ADVISER’S CORE STRATEGY STYLE PRIVATE ACCOUNTS
|
33
|
HISTORICAL PERFORMANCE OF THE ADVISER’S LONG CREDIT STRATEGY STYLE PRIVATE ACCOUNTS
|
35
|
HOW THE FUNDSVALUES THEIR SHARES
|
36
|
HOW TO BUY SHARES
|
37
|
HOW TO EXCHANGE SHARES
|
40
|
HOW TO REDEEM SHARES
|
41
|
DIVIDENDS, DISTRIBUTIONS AND TAXES
|
44
|
FINANCIAL HIGHLIGHTS
|
44
|
CUSTOMER PRIVACY NOTICE
|
47
|
FOR ADDITIONAL INFORMATION
|
50
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
Maximum Contingent Deferred Sales Charge (Load)
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Exchange Fee
|
None
|
Redemption Fee
|
None
|
Management Fees
|
0.40%
|
Distribution and/or Service (12b-1) Fees
|
None%
|
Other Expenses
|
0. 78 %
|
Acquired Fund Fees and Expenses
(1)
|
0.01%
|
Total Annual Fund Operating Expenses
(1)
|
1.19%
|
Less Management Fee Reductions and
/or
Expense Reimbursements
(2)
|
(0.78)%
|
Total Annual Fund Operating Expenses After Fee
Reductions and/or Expense Reimbursements (1) |
0.41%
|
(1) | “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waivers and/or Expenses Reimbursement” will not correlate to the ratios of expenses to the average net assets in the Fund’s Financial Highlights, which reflect the operating expenses of the Fund and do not include “Acquired Fund Fees and Expenses.” |
(2) | Ryan Labs Asset Management Inc. (the “Adviser”) has contractually agreed, until March 31, 2017, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage transaction costs and commissions; taxes; interest; costs related to any securities lending program; transaction charges and interest on borrowed money; Acquired Fund fees and expenses; distribution and/or shareholder servicing fees, including, without limitation, any amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”); extraordinary expenses such as litigation and merger or reorganization costs; proxy solicitation and liquidation costs; indemnification payments to Core Bond Fund service providers, including, without limitation, the Adviser; other expenses not incurred in the ordinary course of the Core Bond Fund’s business; and any other expenses the exclusion of which may from time to time be deemed appropriate as an excludable expense and specifically approved by the Trustees of the Trust) to an amount not exceeding 0.40% of the Core Bond Fund’s average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Core Bond Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to March 31, 2017, this agreement may be modified or terminated only with the approval of the Board of Trustees (the “Board”). However, the Adviser reserves the right to terminate this agreement if the Board approves an increase in fees payable by the Core Bond Fund to its administrator, transfer agent of fund accounting agent during the term of the agreement. This agreement will terminate automatically as to the Core bond Fund if the Adviser is terminated as the investment adviser to the Fund. |
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$42
|
$300
|
$579
|
$1,374
|
Highest:
|
2.08% (quarter ended March 31, 2015)
|
Lowest:
|
-1.91% (quarter ended June 30, 2015)
|
Average Annual Total Returns
for Periods Ended December 31, 2015
|
One Year
|
Since Inception (December 24, 2014)
|
Core Bond Fund
|
||
Return Before Taxes
|
0.07%
|
0.27%
|
Return After Taxes on Distributions
|
-0.96%
|
-0.76%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
0.05%
|
-0.25%
|
Barclays U.S. Aggregate Index
(reflects no deduction for fees, expenses or taxes)
|
0.55%
|
0.71%
|
Daniel J. Lucey, CFA
|
Co-Manager of the Core Bond Fund since its inception in 2014
|
Portfolio Manager
|
Philip N. Mendonca
|
Co-Manager of the Core Bond Fund since its inception in 2014
|
Senior Portfolio Manager
|
Matthew Salzillo
|
Co-Manager of the Core Bond Fund since its inception in 2014
|
Co-Portfolio Manager
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
Maximum Contingent Deferred Sales Charge (Load)
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Exchange Fee
|
None
|
Redemption Fee
|
None
|
Management Fees
|
0.50%
|
Distribution and/or Service (12b-1) Fees
|
None%
|
Other Expenses
|
0.
62
%
|
Total Annual Fund Operating Expenses
(1)
|
1 . 12 %
|
Less Management Fee Reductions and
/or
Expense Reimbursements
(2)
|
(0.
62
)%
|
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements
|
0.50%
|
(1) | The Long Credit Fund commended operation on November 13, 2015. “Total Annual Fund Operating Expenses” are based on operations through November 30, 2015. |
(2) | Ryan Labs Asset Management Inc. (the “Adviser”) has contractually agreed, until March 31, 2018, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage transaction costs and commissions; taxes; interest; costs related to any securities lending program; transaction charges and interest on borrowed money; acquired fund fees and expenses; distribution and/or shareholder servicing fees, including, without limitation, any amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”); extraordinary expenses such as litigation and merger or reorganization costs; proxy solicitation and liquidation costs; indemnification payments to Long Credit Fund service providers, including, without limitation, the Adviser; other expenses not incurred in the ordinary course of the Long Credit Fund ’s business; and any other expenses the exclusion of which may from time to time be deemed appropriate as an excludable expense and specifically approved by the Trustees of the Trust) to an amount not exceeding 0.50% of the Long Credit Fund ’s average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Long Credit Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to March 31, 2018, this agreement may be modified or terminated only with the approval of the Board of Trustees (the “Board”) . However, the Adviser may terminate this agreement if the Board approves an increase in fees payable by the Long Credit Fund to its administrator, transfer agent or fund accounting agent during the term of the agreement. This agreement will terminate automatically as to the Long Credit Fund if the Adviser is terminated as the investment adviser to the Fund. |
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$51
|
$2 29
|
$493
|
$1,248
|
Matthew Salzillo
|
Co-manager of the Long Credit Fund since its inception in 2015
|
Portfolio Manager
|
Average Annual Total Returns for Period Ended December 31
|
Core Strategy
Composite Accounts
(1)
|
Barclays U.S.
Aggregate Bond Index
(2)
|
1 Year
|
0.50%
|
0.55%
|
5 Years
(3)
|
3.85%
|
3.25%
|
10 Years
(3)
|
5.30%
|
4.51%
|
(1) | The Adviser claims compliance with the Global Investment Performance Standards (“GIPS ®” ). The Adviser has been independently verified for the periods June 30, 2003 to December 31, 2013. Calculating performance in accordance with GIPS ® differs from the standardized methodology promulgated by the SEC under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology. Returns include reinvestment of all dividends and interest, other income, realized and unrealized gains or losses, and are net of all brokerage commissions, execution costs and without provision for federal or state income taxes. Securities transactions are accounted for on trade date, with dividends and other earnings accounted for on a cash basis. Cash and cash equivalents are included in performance returns. Unlike the standard methodology promulgated by the SEC, monthly returns combine each individual account’s return (calculated on a time-weighted rate of return basis that is revalued daily) by asset-weighting each account’s asset value as of the beginning of each month, and annual returns are calculated by geometrically linking the monthly returns. |
(2) | The Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-income taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid ARM pass-throughs), asset-backed securities and collateralized-mortgage-backed securities (agency and non-agency). |
(3) | Annualized. |
Average Annual Total Returns for Period Ended December 31
|
Long Credit Strategy Composite Accounts
(1)
|
Barclays U.S.
Long Credit
(2)
|
1 Year
|
-4.06 %
|
-4.56 %
|
5 Years
(3)
|
7.37 %
|
6.49 %
|
Since Inception (June 30, 2009)
(3)
|
9.62 %
|
8.36 %
|
(1) | The Adviser claims compliance with the GIPS ® . Calculating performance in accordance with GIPS ® differs from the standardized methodology promulgated by the SEC under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology. Returns include reinvestment of all dividends and interest, other income, realized and unrealized gains or losses, and are net of all brokerage commissions, execution costs and without provision for federal or state income taxes. Securities transactions are accounted for on their trade date, with dividends and other earnings accounted for on a cash basis. Cash and cash equivalents are included in performance returns. Unlike the standard methodology promulgated by the SEC, monthly returns combine each individual account’s return (calculated on a time-weighted rate of return basis that is revalued daily) by asset-weighting each account’s asset value as of the beginning of each month, and annual returns are calculated by geometrically linking the monthly returns. |
(2) | The Barclays U.S. Long Credit Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate, taxable corporate and government-related bond market. The Index is comprised of the long issues in the Barclays Capital U.S. Corporate Index, which is a subset of the Barclays Capital U.S. Government/Credit Index and the Barclays Capital U.S. Aggregate Index, and a non-corporate component that includes foreign agencies, sovereigns, supranationals and local authorities. |
(3) | Annualized. |
• | Complete and sign the account application. |
• | Enclose a check payable to the applicable Fund. |
• | Mail the application and the check to the Transfer Agent at the following address: |
• | By sending a check, made payable to the Fund in which you are investing , c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246‑0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds. |
• | By wire to the account of the Fund in which you are investing as described under “Opening an Account – By Wire.” Shareholders should call the Transfer Agent at 1-866-561-3087 before wiring funds. |
• | Through your brokerage firm or other financial institution. |
• | Name; |
• | Date of birth (for individuals); |
• | Residential or business street address (although post office boxes are still permitted for mailing); and |
• | Social security number, taxpayer identification number, or other identifying number. |
• | Your name and telephone number; |
• | The exact name of your account and your account number; |
• | Taxpayer identification number (usually your Social Security number); |
• | Dollar value or number of shares to be exchanged; |
• | The name of the Fund from which the exchange is to be made; and |
• | The name of the Fund into which the exchange is being made. |
Per Share Data for a Share Outstanding Throughout the Period |
||||
|
Period Ended November 30,
|
|||
Net asset value at beginning of period |
$ |
10.00 |
||
Income (loss) from investment operations: |
||||
Net investment income |
0.21 |
|||
Net realized and unrealized losses on investments |
(0.13 |
) |
||
Total from investment operations |
0.08 |
|||
Less distributions from: |
||||
Net investment income |
(0.21 |
) |
||
Net asset value at end of period |
$ |
9.87 |
||
Total return (b) |
0.81 |
% (c) |
||
Net assets at end of period (000’s) |
$ |
70,257 |
||
Ratios/supplementary data: |
||||
Ratio of total expenses to average net assets (f) |
1.18 |
% (d) |
||
Ratio of net expenses to average net assets (e) (f) |
0.40 |
% (d) |
||
Ratio of net investment income to average net assets (e) (f) (g) |
2.21 |
% (d) |
||
Portfolio turnover rate |
161 |
% (c) |
(a) |
Represents the period from the commencement of operations (December 29, 2014) through November 30, 2015. |
(b) |
Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(c) |
Not annualized. |
(d) |
Annualized. |
(e) |
Ratio was determined after investment advisory fee reductions and expense reimbursements. |
(f) |
Ratios do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests. |
(g) |
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
Per Share Data for a Share Outstanding Throughout the Period |
||||
|
Period Ended November 30,
|
|||
Net asset value at beginning of period |
$ |
10.00 |
||
Income from investment operations: |
||||
Net investment income |
0.01 |
|||
Net realized and unrealized gains on investments |
0.06 |
|||
Total from investment operations |
0.07 |
|||
Less distributions from: |
||||
Net investment income |
(0.01 |
) |
||
Net asset value at end of period |
$ |
10.06 |
||
Total return (b) |
0.71 |
% (c) |
||
Net assets at end of period (000’s) |
$ |
50,278 |
||
Ratios/supplementary data: |
||||
Ratio of total expenses to average net assets |
1.12 |
% (d) |
||
Ratio of net expenses to average net assets (e) |
0.50 |
% (d) |
||
Ratio of net investment income to average net assets (e) |
2.38 |
% (d) |
||
Portfolio turnover rate |
93 |
% (c) |
(a) |
Represents the period from the commencement of operations (November 13, 2015) through November 30, 2015. |
(b) |
Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(c) |
Not annualized. |
(d) |
Annualized. |
(e) |
Ratio was determined after investment advisory fee reductions and expense reimbursements. |
FACTS
|
WHAT DOES THE RYAN LABS CORE BOND FUND AND THE RYAN LABS LONG CREDIT FUND (the “Fund
s ”) DO WITH YOUR PERSONAL INFORMATION?
|
||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
§
Social Security number
§
Assets
§
Retirement Assets
§
Transaction History
§
Checking Account Information
§
Purchase History
§
Account Balances
§
Account Transactions
§
Wire Transfer Instructions
When you are
no longer
our customer, we continue to share your information as described in this notice.
|
||
How?
|
All financial companies need to share your personal information to run their everyday business.
In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund
s choose to share; and whether you can limit this sharing.
|
||
Reasons we can share your personal information
|
Does the Fund
s share?
|
Can you limit this sharing?
|
|
For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
|
Yes
|
No
|
|
For our marketing purposes –
to offer our products and services to you
|
No
|
We 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 experiences
|
No
|
We don’t share
|
|
For our affiliates’ everyday business purposes –
information about your creditworthiness
|
No
|
We don’t share
|
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
|
Questions?
|
Call 1-866-561-3087
|
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
|
1
|
INVESTMENT RESTRICTIONS
|
25
|
CALCULATION OF SHARE PRICE
|
27
|
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
|
27
|
SPECIAL SHAREHOLDER SERVICES
|
28
|
MANAGEMENT OF THE TRUST
|
28
|
INVESTMENT ADVISER
|
34
|
PORTFOLIO TRANSACTIONS
|
39
|
THE DISTRIBUTOR
|
40
|
OTHER SERVICE PROVIDERS
|
41
|
GENERAL INFORMATION
|
43
|
ADDITIONAL TAX INFORMATION
|
47
|
FINANCIAL STATEMENTS
|
50
|
APPENDIX A
|
51
|
APPENDIX B
|
55
|
APPENDIX C
|
58
|
APPENDIX D
|
62
|
· | repurchase agreements and time deposits with a notice or demand period of more than seven days; and |
· | certain restricted securities, unless the Adviser determines, subject to the oversight of the Board of Trustees of the Trust (the “Board”) , based upon a review of the trading markets for a specific restricted security, that such restricted security is eligible for resale pursuant to Rule 144A (“144A Securities”) and is liquid. |
· | Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund managed by Alambic Investment Management, L.P. of, San Francisco, C alifornia ; |
· | APEXcm Small/Mid Cap Growth Fund managed by Apex Capital Management, Inc. of Dayton, Ohio; |
· | Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut; |
· | Blue Current Global Dividend Fund managed by Edge Advisors, LLC of Atlanta, Georgia ; |
· | Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund, each managed by Castlemaine LLC of New York, New York; |
· | Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio; |
· | Galapagos Partners Select Equity Fund managed by Galapagos Partners, L.P. of Houston, Texas; |
· | Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund managed by Lyrical Asset Management LP of New York, New York; |
· | Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, District of Columbia; |
· | Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, C alifornia ; |
· | Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York; and |
· | Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky. |
Name of Trustee
|
Dollar Range of Shares owned by Trustee in
|
||
Ryan Labs Core Bond Fund
|
Ryan Labs Long Credit Fund
|
All Funds in the Trust
|
|
Interested Trustee
|
|||
Robert G. Dorsey
|
None
|
None
|
$100,001 - $200,000
|
Independent Trustees
|
|||
John J. Discepoli
|
None
|
None
|
None
|
John C. Davis
|
None
|
None
|
$50,001 - $100,000
|
David M. Deptula
|
None
|
None
|
None
|
Janine L. Cohen
◊
|
None
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name of Trustee
|
Aggregate
Compensation
From the Funds
|
Pension or Retirement
Benefits Accrued
As Part of Fund Expenses
|
Estimated Annual
Benefits Upon Retirement
|
Total Compensation From
all Funds Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John J. Discepoli
|
$4, 2 50
|
None
|
None
|
$ 37,375
|
John C. Davis
|
$4, 2 50
|
None
|
None
|
$ 37,375
|
David M. Deptula
|
$4, 2 50
|
None
|
None
|
$ 37,375
|
Janine L. Cohen
◊
|
None
|
None
|
None
|
None
|
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name and Address of Record Owner
|
Percentage Ownership
|
Ryan Labs Core Bond Fund
|
|
Citibank, N.A.
480 Washington Blvd.
Jersey City, NJ 07310
|
71.28%*
|
U.S. Bank
1555 N. Rivercenter Drive Suite 302
Milwaukee, WI 53212
|
23.63 %
|
Northern Trust
P.O. Box 92956
Chicago, IL 60675
|
5.09%
|
Ryan Labs Long Credit Fund
|
|
Citibank, N.A.
480 Washington Blvd.
Jersey City, NJ 07310
|
100.00%**
|
* | The Core Bond Fund believes that such entity does not have a beneficial interest of such shares. |
** | The Long Credit Fund believes that such entity does not have a beneficial interest of such shares. |
Fiscal
Period Ended
|
Management
Fees Accrued
|
Management
Fees Waived
|
Expense
Reimbursements
|
Net Advisory Fees
Received by Adviser
|
November 30, 2015
|
$76,336
|
$76,336
|
$75,555
|
$0
|
Fiscal
Period Ended
|
Management
Fees Accrued
|
Management
Fees Waived
|
Expense
Reimbursements
|
Net Advisory Fees
Received by Adviser
|
November 30, 2015
|
$11,688
|
$11,688
|
$2,892
|
$0
|
Richard Familetti, CFA
|
Investment Grade Corporate Bonds and High Yield Bonds
|
Michael Donelan, CFA
|
Investment Grade Corporate Bonds and Treasuries
|
Daniel J. Lucey, CFA
|
Securitized
|
Philip Mendonca
|
Securitized
|
Matthew Salzillo
|
Investment Grade Corporate Bonds and Treasuries
|
Portfolio Manager
|
Type of Accounts
|
Total Number of Other Accounts Managed
|
Total Assets of Other Accounts Managed
|
Number of Accounts Managed with Advisory Fee Based on Performance
|
Total Assets of Accounts Managed with Advisory Fee Based on Performance
|
Richard Familetti, CFA
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$ 23 million
|
0
|
$0
|
|
Other Accounts
|
143
|
$ 5
.
557 billion
|
0
|
$0
|
|
Michael Donelan, CFA
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$ 23 million
|
0
|
$0
|
|
Other Accounts
|
143
|
$ 5
.
557 billion
|
0
|
$0
|
Daniel J. Lucey, CFA
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$ 23 million
|
0
|
$0
|
|
Other Accounts
|
143
|
$ 5
.
557 billion
|
0
|
$0
|
|
Philip Mendonca
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$ 23 million
|
0
|
$0
|
|
Other Accounts
|
143
|
$ 5
.
557 billion
|
0
|
$0
|
|
Matthew Salzillo
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$ 23 million
|
0
|
$0
|
|
Other Accounts
|
143
|
$5
.
557 billion
|
0
|
$0
|
Name of Portfolio Manager
|
Dollar Range of Shares
of the Core Bond Fund
|
Dollar Range of Shares
of the Long Credit Fund
|
Richard Familetti
|
A
|
A
|
Michael Donelan
|
A
|
A
|
Philip Mendonca
|
A
|
A
|
Daniel Lucey
|
A
|
A
|
Matthew Salzillo
|
A
|
A
|
· | prepares and assembles reports required to be sent to the Funds’ shareholders and arranges for the printing and dissemination of such reports; |
· | assembles reports required to be filed with the SEC and files such completed reports with the SEC; |
· | files the Funds’ federal income and excise tax returns and the Funds’ state and local tax returns; |
· | assists and advises the Funds regarding compliance with the 1940 Act and with its investment policies and limitations; and |
· | makes such reports and recommendations to the Trust’s Board as the Board reasonably requests or deems appropriate. |
Administration
|
Fund Accounting
|
Transfer Agent
|
|
Cord Bond Fund
|
$23,660
|
$23,947
|
$11,000
|
Long Credit Fund
|
2,470
|
$2,200
|
$500
|
· |
Public disclosure regarding Portfolio Securities is made
in the Funds’ Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports”), which are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Except for such Official Reports and as otherwise expressly permitted by the Trust’s policy, shareholders and other persons may not be provided with information regarding Portfolio Securities held, purchased or sold by the Funds.
|
· | Information regarding Portfolio Securities and other information regarding the investment activities of the Funds, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Funds, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Funds and/or the Adviser in accordance with the Funds’ disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Funds and that each organization is subject to a duty of confidentiality. |
· | Information regarding the general market exposure of the Funds may be disclosed, if such information is also disclosed on the Funds’ website and the information does not identify specific Portfolio Securities. |
· | The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of the Funds. |
· | The Funds’ policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which the Funds purchase and sell Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information. |
Type of Service Provider
|
Typical Frequency of Access to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of S emi- A nnual and A nnual R eports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information
until at least 30 days old
|
Broker/dealers through which the Fund s purchase and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
· | The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by the Funds, or purchased or sold by the Funds (other than information contained in Official Reports), may be disclosed. The Trust’s CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Funds or any shareholder of the Funds. The Trust’s CCO must inform the Board of any such arrangements that are approved by the Trust’s CCO, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval. |
· | Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased or sold by the Funds. |
Name and Year of Birth
|
Length of
Time Served
|
Position(s) Held
with Trust
|
Principal Occupation(s)
During Past 5 Years
|
Number of Funds in Trust Overseen by Trustee**
|
Directorships of Public Companies Held by Trustee During Past 5 Years
|
Interested Trustees
:
|
|||||
Robert G. Dorsey*
Year of Birth: 1957
|
Since February 2012
|
Trustee
(2012 to present)
President
(June 2012 to October 2013)
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
21
|
n/a
|
Independent Trustees
:
|
|||||
John J. Discepoli
Year of Birth: 1963
|
Since June 2012
|
Trustee
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
|
21
|
n/a
|
John C. Davis
Year of Birth: 1952
|
Since
June 2012
|
Chairman
(July 2014 to present)
Trustee
(June 2012 to present)
|
Consultant since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974-2010)
|
21
|
n/a
|
David M. Deptula
Year of Birth: 1958
|
Since June 2012
|
Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at The Standard Register, Inc. from November 2011 until January 2016
|
21
|
n/a
|
Janine L. Cohen
◊
Year of Birth: 1952
|
Since
January
2016
|
Trustee
|
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.
|
21
|
n/a
|
* | Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent, and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013. |
** | As of March 29, 2016 . |
◊ | Ms. Cohen’s term as Trustee commenced January 1, 2016. |
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Christopher M. Niemczewski
21 Dupont Circle NW, Suite 500
Washington, D.C. 20036
Year of Birth: 1951
|
Since
October
2015
|
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
|
Founder, Managing Principal of Marshfield Associates, Inc. (1989 to present)
|
Jennifer L. Leamer^
Year of Birth: 1976
|
Since April 2014
|
Treasurer
(2014- present)
Assistant Treasurer
(April 2014-October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst (2007 to 2014)
|
Mark J. Seger^
Year of Birth: 1962
|
Since October 2014
|
Assistant Treasurer
(2014 to present)
Treasurer
(2012 to 2014)
|
Co-Founder and Managing Director, Ultimus Fund Solutions, LLC (1999 to present)
|
Bo J. Howell^
Year of Birth: 1981
|
Since October 2014
|
Secretary
(2015 to present)
Assistant Secretary
(2014)
|
V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S.
Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Frank L. Newbauer^
Year of Birth: 1954
|
Since February 2012
|
Assistant Secretary
(2015 to present)
Secretary (2012 to
2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present);
|
Charles C. Black^
Year of Birth: 1979
|
Since April 2015
|
Chief Compliance Officer
(January 2016 to present)
Assistant Chief Compliance Officer (April 2015 - January 2016)
|
Senior Compliance Officer of Ultimus Fund Solutions, LLC (
April 2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015), Senior Compliance Manager at Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist (2006 to 2011)
|
Martin R. Dean^
Year of Birth: 1963
|
Since January 2016
|
Assistant Chief Compliance Officer
|
Vice President, Director of Fund Compliance of Ultimus Fund Solutions, LLC (January 2016 to present); Assistant Chief Compliance Officer, Unified Series Trust (January 2016 to present); Anti-Money Laundering Officer and Chief Compliance Officer, The Huntington Funds (July 2013 to present); Anti-Money Laundering Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present); Senior Vice President and Compliance Group Manager, Huntington Asset Services, Inc. (July 2013 to December 2015); Director of Fund Accounting and Fund Administration Product at Citi Fund Services (January 2008 to June 2013)
|
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
1. | PURPOSE; DELEGATION |
2. | DEFINITIONS |
3. | POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES. |
4. | POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES |
5. | CONFLICTS OF INTEREST |
6. | ROUTINE PROPOSALS |
7. | PROXY MANAGER APPROVAL |
8. | PROXY VOTING PROCEDURES |
9. | FORM N-PX |
10. | INVESTMENT ADVISERS’ VOTING PROCEDURES |
I. | Background |
II. | Policy |
· | Uncontested elections of directors, including the number and terms of office, attendance, and the number of meetings held. |
· | Selection and ratification of auditors. |
· | Stock splits, dividend, and fractional share issues. |
· | Application for listing of securities. |
· | Corporate name changes. |
· | Pollution, environment, or conservation issues. |
· | Employment issues. |
· | Restore or eliminate pre-emptive rights. |
· | Fees paid to auditors for consultants. |
· | Business abroad. |
· | Date, location of annual meeting. |
· | Contributions to charity or for education. |
· | The operation and construction of nuclear power plants. |
· | All other items that aren’t expected to have a material adverse effect on the price of stock. |
· | Increases in authorized shares, common or preferred. |
· | Acquisitions, mergers, and spin-offs. |
· | Significant changes in the organizational documents such as anti-takeover provisions, poison pills, and rights issues. |
· | Proxy fights or other control contests. |
· | Remuneration of management, directors, and employees. Employee Stock Option Plans. |
· | Cumulative voting issues. |
· | Golden parachute plans or any unusual compensation benefits to be awarded contingent upon the merger or acquisition of the particular company. |
· | Ryan Labs will retain one copy of each annual report and proxy statement received from the reporting companies. All others will not be retained. |
· | All proxy ballots will be collected and grouped with that company’s annual report and proxy statement. |
· | Every proxy ballot will be recorded on the day or receipt by: |
o | Broker/dealer/custodian and account number |
o | Date received in office of Ryan Labs |
o | Stock symbol |
o | Number of shares to be voted |
o | Voting deadline |
o | Shareholder name – where possible |
o | Proxy control number (on proxy statement) |
· | Once the individual company’s proxies are received, that company is assigned to a designated Portfolio Manager |
· | The Portfolio Manager, or his or her designee, will conduct an in-depth analysis of the entire proxy ballot and all corporate board proposals. This analysis will be conducted to identify any actual or potential material conflicts of interest. If such a conflict of interest is evident after in-depth analysis, the conflict will be brought to the Fund’s board of trustees or a committee of trustees delegated this responsibility, for vote instruction. |
· | After making his/her decision, the designated Portfolio Manager will return the proxy ballot to an assistant who will then electronically vote each ballot |
· | After voting the proxy ballots, an electronic confirmation of the vote(s) cast will be sent to the CCO for his/her information and possibly comments |
· | All electronic confirmations will be printed, matched, and attached (by group) with the actual proxy ballots (ballot groupings) |
· | The reporting company’s annual report, proxy statement and ballot groupings will then be preserved and maintained and available for retrieval if requested by the Fund and to prepare the Fund’s annual Form N-PX. |
· | manages the company's pension plan; |
· | administers the company's employee benefit plan; |
· | provides brokerage, underwriting, insurance or banking services to the company; or, |
· | manages money for an employee group. |
· | an executive of the company; |
· | a director of the company; |
· | a person who is a candidate to be a director of the company; or |
· | a participant in the proxy contest. |
· | The proxy voting policies and procedures. |
· | Copies of proxy statements Ryan Labs received for Fund client securities. |
· | A record of each vote Ryan Labs cast on behalf of the Fund. |
· | A copy of any document created that was material to making a decision on how to vote proxies on behalf of the Fund or that memorializes the basis for that decision; and |
· | A copy of each written Fund request for information on how Adviser voted proxies on behalf of the Fund, and a copy of any written response by the Adviser to any (written or oral) Fund request. |
· | The Fund’s Form N-PX. |
PART C. | OTHER INFORMATION |
Item 28. | Exhibits |
(a)
|
Agreement and Declaration of Trust, dated February 28, 2012, is incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(b)
|
Bylaws, dated February 28, 2012, is incorporated by reference to Exhibit (b) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(c)
|
Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(d)(1)
|
Investment Advisory Agreement with Apex Capital Management, Inc., dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(d)(2)
|
Investment Advisory Agreement with Cincinnati Asset Management, Inc., dated June 5, 2012, for CAM: Broad Market Strategic Income Fund is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(d)(3)
|
Investment Advisory Agreement with Lyrical Asset Management L.P., dated January 22, 2013, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013.
|
(d)(4)
|
Investment Advisory Agreement with Barrow Street Advisors LLC, dated April 23, 2013, for Barrow Value Opportunity Fund (formerly Barrow All-Cap Core Fund) and Barrow Long/Short Opportunity Fund (formerly Barrow All-Cap Long/Short Fund) (collectively, the “
Barrow Funds
”) is incorporated by reference to Exhibit (d)(v) of Post-Effective Amendment No. 8 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013.
|
(d)(5)
|
Investment Advisory Agreement with Wavelength Capital Management, LLC, dated April 23, 2013, for Wavelength Interest Rate Neutral Fund is incorporated by reference to Exhibit (d)(vi) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
|
(d)(6)
|
Investment Advisory Agreement with Lyrical Asset Management LP, dated April 22, 2014, for Lyrical U.S. Hedged Value Fund (collectively with the Lyrical U.S. Value Fund, the “
Lyrical Funds
”) is incorporated by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(d)(7)
|
Investment Advisory Agreement with Edge Advisors, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund is incorporated by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(d)(8)
|
Investment Advisory Agreement with Galapagos Partners, LP, dated December 29, 2014, for Galapagos Partners Select Equity Fund is incorporated by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(d)(9)
|
Investment Advisory Agreement with Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.), dated December 29, 2014, for Ryan Labs Core Bond Fund is incorporated by reference to Exhibit (d)(x) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(d)(10)
|
Investment Advisory Agreement with Waycross Partners, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund is incorporated by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(d)(11)
|
Investment Advisory Agreement with Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.), dated November 13, 2015, for Ryan Labs Long Credit Fund (collectively with Ryan Labs Core Bond Fund, the “
Ryan Labs Funds
”) is incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(d)(12)
|
Investment Advisory Agreement with Topturn Fund Advisors, LLC, dated July 21, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(d)(13)(A)
|
Investment Advisory Agreement with Alambic Investment Management, LP, dated August 19, 2015, for Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund (the “
Alambic Funds
”), is incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(d)(13)(B)
|
First Amended Schedule A, dated December 13, 2015, to the Investment Advisory Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (d)(13)(B) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(d)(14)
|
Investment Advisory Agreement with Castlemaine LLC, for Castlemaine Emerging Markets Opportunity Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund (collectively the “
Castlemaine Funds
”), is incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(d)(15)
|
Investment Advisory Agreement with Marshfield Associates, Inc., dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(e)(1)(A)
|
Distribution Agreement with Ultimus Fund Distributors, LLC, dated June 7, 2012, is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(e)(1)(B)
|
Amended Schedule A, dated December 27, 2015, to Distribution Agreement with Ultimus Fund Distributors, LLC, dated June 7, 2012 is incorporated by reference to Exhibit (e)(1)(B) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(f)
|
None
|
(g)(1)(A)
|
Custody Agreement with U.S. Bank, dated June 5, 2012, is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(g)(1)(B)
|
Second Amendment, dated August 21, 2012, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Cincinnati Asset Management Funds: Broad Market Strategic Income Fund is incorporated by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(g)(1)(C)
|
Third Amendment, dated December 31, 2012, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013.
|
(g)(1)(D)
|
Fourth Amendment, dated May 28, 2013, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Barrow Funds, is incorporated by reference to Exhibit (g)(iv) of Post-Effective Amendment No. 10 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 20, 2013.
|
(g)(1)(E)
|
Fifth Amendment, dated September 11, 2013, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Wavelength Interest Rate Neutral Fund, is incorporated by reference to Exhibit (g)(v) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
|
(g)(1)(F)
|
Sixth Amendment, dated May 15, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Lyrical U.S. Hedged Equity Fund, is incorporated by reference to Exhibit (g)(vi) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(g)(1)(G)
|
Seventh Amendment, dated August 26, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (g)(vii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(g)(1)(H)
|
Eighth Amendment, dated November 11, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Galapagos Partners Select Equity Fund and Ryan Labs Core Bond Fund, is incorporated by reference to Exhibit (g)(ix) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(g)(1)(I)
|
Ninth Amendment, dated March 24, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (g)(x) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(g)(1)(J)
|
Tenth Amendment, dated April 6, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Ryan Labs Long Credit Fund, is incorporated by reference to Exhibit (g)(1)(J) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(g)(1)(K)
|
Twelfth Amendment, dated August 8, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (g)(1)(K) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(g)(1)(L)
|
Thirteenth Amendment, dated December 16, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Castlemaine Funds, is incorporated by reference to Exhibit (g)(1)(L) of Post-Effective Amendment No. 63 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(g)(1)(M)
|
Eleventh Amendment, dated July 9, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Ryan Labs Funds, is filed herewith.
|
(g)(2)(A)
|
Global Custody Agreement with MUFG Union Bank, N.A., dated July 21, 2015, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), for Alambic Small Cap Value Fund, filed on August 19, 2015.
|
(g)(2)(B)
|
Amended Appendix D, dated October 19, 2015, to the Global Custody Agreement with MUFG Union Bank, N.A., dated July 21, 2015, is incorporated by reference to Exhibit (g)(2)(B) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), for Alambic Small Cap Growth Fund and Marshfield Concentrated Opportunity Fund, filed on December 16, 2015.
|
(h)(1)(A)(i)
|
Administration Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(ii) through (h)(vi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(h)(1)(A)(ii)
|
Amended Schedule B, dated February 5, 2016, to the Administration Agreement with Ultimus Fund Solutions, LLC, dated January 22, 2013, for the Lyrical Funds filed herewith.
|
(h)(1)(B)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxiv) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 14, 2014.
|
(h)(1)(C)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated October 20,2014, for Galapagos Partners Select Equity Fund, is incorporated by reference to Exhibit (h)(xxviii) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(h)(1)(D)(i)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(xxxii) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(1)(D)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Administration Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(1)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(h)(1)(E)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(1)(F)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(1)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(h)(1)(G)(i)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(1)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(h)(1)(G)(ii)
|
First Amended Schedule A, dated December 13, 2015, to the Administration Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(1)(H)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(1)(H)
|
Administration Agreement with Ultimus Fund Solutions, LLC, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(1)(H) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(1)(I)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(1)(J) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(2)(A)
|
Compliance Consulting Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, is incorporated by reference to Exhibits (h)(xxiv) of Post-Effective Amendment No. 25 of Post-Effective Amendment No. 1 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on, June 29, 2012.
|
(h)(2)(B)
|
Amended Schedule A, dated December 13, 2015, to the Compliance Consulting Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, is filed incorporated by reference to Exhibit (h)(2)(B) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(3)(A)
|
Fund Accounting Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(xii) through (h)(xvi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(h)(3)(B)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxiv) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(h)(3)(C)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for Galapagos Partners Select Equity Fund, is incorporated by reference to Exhibit (h)(xxix) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(h)(3)(D)(i)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(3)(D)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(3)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(h)(3)(E)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxix) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(3)(F)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(3)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(h)(3)(G)(i)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(3)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(h)(3)(G)(ii)
|
First Amended Schedule A, dated December 13, 2015, to the Fund Accounting Agreement, dated August 19, 2015, with Ultimus Fund Solutions, LLC, for the Alambic Funds, is incorporated by reference to Exhibit (h)(3)(H)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(3)(H)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(3)(H) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(3)(I)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(3)(I)(ii) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(4)(A)
|
Transfer Agent and Shareholder Services Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(vii) through (h)(xi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(h)(4)(B)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxvi) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(h)(4)(C)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for Galapagos Partners Select Equity Fund, is incorporated by reference to Exhibit (h)(xxx) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(h)(4)(D)(i)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Funds, is incorporated by reference to Exhibit (h)(xxxiv) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(4)(D)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Funds, is incorporated by reference to Exhibit (h)(4)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(h)(4)(E)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xl) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(4)(F)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(4)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(h)(4)(G)(i)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(4)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(h)(4)(G)(ii)
|
First Amended Schedule A, dated December 13, 2015, to the Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(4)(H)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(4)(H)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(4)(B) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(4)(I)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(4)(J) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(5)(A)
|
First Amended Expense Limitation Agreement with Apex Capital Management, Inc., dated April 21, 2014, for APEXcm Small/Mid Cap Growth Fund, is incorporated by reference to Exhibit (h)(i) of Post-Effective Amendment No. 26 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 29, 2014.
|
(h)(5)(B)(i)
|
First Amended Expense Limitation Agreement with Cincinnati Asset Management, Inc., dated April 21, 2014, for Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, is incorporated by reference to Exhibit (h)(5)(B)(i) of Post-Effective Amendment No. 42 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 5, 2015.
|
(h)(5)(D)
|
Expense Limitation Agreement with Barrow Street Advisors LLC, dated April 23, 2013, for the Barrow Funds, is incorporated by reference to Exhibit (h)(ix) of Post-Effective Amendment No. 8 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013.
|
(h)(5)(E)
|
Expense Limitation Agreement with Wavelength Capital Management, LLC, dated July 23, 2013, for Wavelength Interest Rate Neutral Fund, is incorporated by reference to Exhibit (h)(x) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
|
(h)(5)(F)(i)
|
First Amended Expense Limitation Agreement with Lyrical Asset Management LP, dated January 21, 2014, for the Lyrical Funds, is incorporated by reference to Exhibit (h)(5)(F)(i) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(5)(F)(ii)
|
Amended Schedule A, dated April 22, 2014, to the First Amended Expense Limitation Agreement with Lyrical Asset Management LP, dated January 21, 2014, for the Lyrical Funds, is by reference to Exhibit (h)(5)(F)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(5)(G)
|
Expense Limitation Agreement with Edge Advisors, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxvii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(h)(5)(H)
|
Expense Limitation Agreement with Galapagos Partners, L.P., dated December 29, 2014, for Galapagos Partners Select Equity Fund, is incorporated by reference to Exhibit (h)(xxxi) of Post-Effective Amendment No. 31 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(h)(5)(I)
|
Expense Limitation Agreement with Ryan Labs Asset Management Inc., dated December 29, 2014, for Ryan Labs Core Bond Fund, is incorporated by reference to Exhibit (h)(xxxv) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(5)(J)
|
Expense Limitation Agreement with Waycross Partners, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxvii) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(5)(K)
|
Expense Limitation Agreement with Ryan Labs Asset Management Inc., dated November 13, 2015, for Ryan Labs Long Credit Fund, is incorporated by reference to Exhibit (h)(5)(K) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(h)(5)(L)
|
Expense Limitation Agreement with Topturn Fund Advisors, LLC, dated July 21, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(5)(L) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(h)(5)(M)(i)
|
Expense Limitation Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(5)(M) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(h)(5)(M)(ii)
|
First Amended Schedule A, dated December 13, 2015, to the Expense Limitation Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(5)(M)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(5)(N)
|
Expense Limitation Agreement with Castlemaine LLC, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(5)(N) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(5)(O)
|
Expense Limitation Agreement with Marshfield Associates, Inc. for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(5)(O) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(i)
|
Inapplicable
|
(j)
|
Consent of Independent Registered Public Accounting Firm is filed herewith.
|
(k)
|
Inapplicable
|
(l)
|
Initial Capital Agreement is incorporated by reference to Exhibit (l) of Post-Effective Amendment No. 2 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(m)(1)
|
Rule 12b-1 Plan, dated June 5, 2012, is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 25 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(m)(2)
|
Amended Appendix A, dated July 21, 2014), is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 25 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(n)
|
Rule 18f-3 Multi-Class Plan, dated June 6, 2013, is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 8 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013.
|
(o)
|
Reserved.
|
(p)(1)
|
Code of Ethics of the Registrant, dated June 5, 2012, is incorporated by reference to Exhibit (p)(i) of Pre-Effective Amendment No. 3 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 26, 2012.
|
(p)(2)
|
Code of Ethics of Ultimus Fund Distributors, LLC, dated September 30, 2011, is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 42 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 5, 2015.
|
(p)(3)
|
Code of Ethics of Apex Capital Management is incorporated by reference to Exhibit (o)(ii) of Post-Effective Amendment No. 19 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 21, 2014.
|
(p)(4)
|
Code of Ethics of Cincinnati Asset Management, Inc., dated November 2013, is incorporated by reference to Exhibit (o)(iv) of Post-Effective Amendment No. 19 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 21, 2014.
|
(p)(5)
|
Code of Ethics of Lyrical Asset Management LP is incorporated by reference to Exhibit (o)(vi) of Post-Effective Amendment No. 19 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 21, 2014.
|
(p)(6)
|
Code of Ethics of Barrow Street Advisors LLC, dated January 2015, is incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 42 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 5, 2015.
|
(p)(7)
|
Code of Ethics of Wavelength Capital Management, LLC, dated July 15, 2013, is incorporated by reference to Exhibit (o)(viii) of Post-Effective Amendment No. 13 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
|
(p)(8)
|
Code of Ethics of Edge Advisors, LLC, dated December 2011, is incorporated by reference to Exhibit (o)(ix) of Post-Effective Amendment No. 25 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(p)(9)
|
Code of Ethics of Galapagos Partners, L.P., dated October 29, 2014, is incorporated by reference to Exhibit (o)(x) of Post-Effective Amendment No. 31 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 22, 2014.
|
(p)(10)
|
Code of Ethics of Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.) is incorporated by reference to Exhibit (o)(xi) of Post-Effective Amendment No. 32 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(p)(11)
|
Code of Ethics of Waycross Partners, LLC is incorporated by reference to Exhibit (o)(xii) of Post-Effective Amendment No. 38 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(p)(12)
|
Code of Ethics of Topturn Fund Advisors, LLC is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(p)(13)
|
Code of Ethics of Alambic Investment Management, LP is incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(p)(14)
|
Code of Ethics of Castlemaine LLC, is incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(p)(15)
|
Code of Ethics of Marshfield Associates, Inc., is incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(q)(1)
|
Powers of Attorney, dated June 5, 2012, are incorporated by reference to Exhibit (poa) of Pre-Effective Amendment No. 2 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 8, 2012.
|
(q)(2)
|
Powers of Attorney for John C. Davis, David M. Deptula, John J. Discepoli, and Janine L. Cohen, dated January 25, 2016, filed herewith.
|
Item 29. | Persons Controlled by or Under Common Control with Registrant |
Item 30. | Indemnification |
Item 31. | Business and Other Connections of the Investment Advisers |
(a)
|
Apex Capital Management, Inc. (“
Apex
”) has been registered as an investment adviser since 1987. Apex provides investment advisory services to individuals, high net worth individuals, pension and profit sharing plans, charitable organizations and, corporations and other businesses.
|
(b)
|
Cincinnati Asset Management, Inc. (“
CAM
”) has been registered as an investment adviser since 1989. CAM provides investment advisory services to individuals, high net worth individuals, pension and profit sharing plans, charitable organizations, corporations and other businesses, state and municipal government entities and insurance companies.
|
(c)
|
Lyrical Asset Management LP (“
Lyrical
”) has been registered as an investment adviser since 2008. Lyrical provides investment advisory services to high net worth individuals, pension and profit sharing plans, corporations and other businesses and a UCITS fund.
|
(d)
|
Barrow Street Advisors LLC (“
Barrow Street
”) has been registered as an investment adviser since 2013. Barrow Street provides investment advisory services to pooled investment vehicles.
|
(e)
|
Wavelength Capital Management, LLC (“
Wavelength
”) has been registered as an investment adviser since 2013.
|
(f)
|
Edge Advisors, LLC (“
Edge
”) has been registered as an investment adviser since 2006.
|
(g)
|
Galapagos Partners, L.P. (“
Galapagos
”) has been registered as an investment adviser since 2007.
|
(h)
|
Ryan Labs Asset Management Inc. (“
Ryan
Labs
”) has been registered as an investment adviser since 1989.
|
(i)
|
Waycross Partners, LLC (“
Waycross
”) has been registered as an investment adviser since 2015.
|
(j)
|
Topturn Fund Advisors, LLC (“
Topturn
”) has been registered as an investment adviser since 2015.
|
(k)
|
Alambic Investment Management, LP (“
Alambic
”) has been registered as an investment adviser since 2015.
|
(l)
|
Castlemaine LLC (“
Castlemaine
”) has been registered as an investment adviser since 2015.
|
(m)
|
Marshfield Associates, Inc. (“
Marshfield’
) has been registered as an investment adviser since 1989.
|
Item 32. | Principal Underwriters |
(a)
|
The Distributor also acts as the principal underwriter for the following other open-end investment companies:
|
AlphaMark Investment Trust
|
Schwartz Investment Trust
|
BPV Family of Funds
|
Stralem Fund
|
CM Advisors Family of Funds
|
TFS Capital Investment Trust
|
Eubel Brady & Suttman Mutual Fund Trust
|
The Berwyn Funds
|
Gardner Lewis Investment Trust
|
The Cutler Trust
|
Hussman Investment Trust
|
The First Western Funds Trust
|
Papp Investment Trust
|
The Investment House Funds
|
Piedmont Investment Trust
|
Williamsburg Investment Trust
|
Profit Funds Investment Trust
|
WST Investment Trust
|
FSI Low Beta Absolute Return Fund
|
New Century Portfolios
|
Pinnacle Capital Management Funds
|
(b)
|
|
Name
|
Position with Distributor
|
Position with Registrant
|
Robert G. Dorsey
|
President/Managing Director
|
Trustee
|
Mark J. Seger
|
Treasurer/Managing Director
|
Assistant Treasurer
|
Wade R. Bridge
|
Vice President
|
None
|
Craig J. Hunt
|
Vice President
|
None
|
Stephen L. Preston
|
Chief Compliance Officer
|
Chief Compliance Officer
|
Jeffrey D. Moeller
|
Vice President
|
None
|
Tina H. Bloom
|
Vice President
|
None
|
Kristine M. Limbert
|
Vice President
|
None
|
Nancy Aleshire
|
Vice President
|
None
|
Douglas K. Jones
|
Vice President
|
None
|
(c)
|
Inapplicable
|
Item 33. | Location of Accounts and Records |
Item 34. | Management Services Not Discussed in Parts A or B |
Item 35. | Undertakings |
ULTIMUS MANAGERS TRUST
|
|||
By:
|
/s/ David R. Carson
|
||
David R. Carson
|
|||
President
|
ULTIMUS MANAGERS TRUST
|
U.S. BANK, N.A.
|
||||
By:
|
/s/ David R. Carson
|
By:
|
/s/ Michael R. McVoy
|
||
Name:
|
David R. Carson
|
Name:
|
Michael R. McVoy
|
||
Title:
|
Ultimus Managers Trust President
|
Title:
|
Senior Vice President
|
I. | Annual Fee Based Upon Market Value Fee Per Fund |
II. | Portfolio Transaction Fees: |
III. | Out-of-Pocket Expenses |
§ | A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. |
§ | No charge for the initial conversion free receipt. |
§ | Overdrafts – charged to the account at prime interest rate plus 2. |
IV. | Additional Services |
§ | 1-25 foreign securities: $500 |
§ | 26-50 foreign securities: $1000 |
§ | Over 50 foreign securities: $1,500 |
§ | Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge. |
§ | For all other markets specified above, surcharges may apply if a security is held outside of the local market. |
§ | Charges incurred by U.S. Bank, N. A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. |
§ | A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. |
§ | SWIFT reporting and message fees. |
Average Daily Net Assets
|
Administration Fee
|
Up to $250 million
|
0.100%
|
$250 million to $500 million
|
0.075%
|
$500 million to $1 billion
|
0.050%
|
In excess of $1 billion
|
0.035%
|
ULTIMUS MANAGERS TRUST,
on behalf of the Funds listed on Schedule A |
ULTIMUS FUND SOLUTIONS, LLC
|
||||
By:
|
/s/ David R. Carson
|
By:
|
/s/ Robert G. Dorsey
|
||
Name:
|
David R. Carson
|
Name:
|
Robert G. Dorsey
|
||
Title:
|
President
|
Title:
|
Managing Director
|
|
|
|
|
|
|
BBD, LLP
|
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
March 28, 2016 |
|
|
|
|
|
|
BBD, LLP
|
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
March 28, 2016 |
|
|
|
|
|
|
BBD, LLP
|
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
March 28, 2016 |
/s/ Janine L. Cohen
|
||
Janine L. Cohen
|
/s/ John J. Discepoli
|
||
John J. Discepoli
|
/s/ John C. Davis
|
||
John C. Davis
|
/s/ David M. Deptula
|
||
David M. Deptula
|