As filed with the Securities and Exchange Commission on June 28, 2018 |
Registration No.333-148723 |
Registration No.811-22172 |
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM N-1A |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] | ||
Pre-Effective Amendment No. |
[ ] | ||
Post-Effective Amendment No. (302) |
[X] | ||
and/or | |||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] | ||
Amendment No. (303) |
[X] | ||
WORLD FUNDS TRUST |
(Exact Name of Registrant as Specified in Charter) |
8730 Stony Point Parkway, Suite 205, Richmond, VA 23235 |
(Address of Principal Executive Offices) |
(804) 267-7400 |
(Registrants Telephone Number) |
The Corporation Trust Co. |
Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801 |
(Name and Address of Agent for Service) |
With Copy to: |
John H. Lively |
Practus, LLP |
11300 Tomahawk Creek Parkway, Suite 310 |
Leawood, KS 66211 |
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this filing
.
It
is proposed that this filing will become effective (check appropriate box):
[X] | immediately upon filing pursuant to paragraph (b); | |
[ ] | On 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); or | |
[ ] | on _____________ (date) pursuant to paragraph (a)(2) of Rule 485. |
Dalton, Greiner, Hartman, Maher & Co., LLC
Prospectus
DGHM Funds
DGHM
All-Cap Value Fund
Investor Class Ticker: DGHMX |
DGHM
V2000 SmallCap Value Fund
Investor Class Ticker: DGSMX |
DGHM
MicroCap Value Fund
Investor Class Ticker: DGMMX |
||
Institutional Class Ticker: DGAIX | Institutional Class Ticker: DGIVX | Institutional Class Ticker: DGMIX | ||
Class C Ticker: DGACX | Class C Ticker: DGSVX |
June 28, 2018
The U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
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Table of Contents | ||
Summary: DGHM All-Cap Value Fund | 3 | |
Summary: DGHM V2000 SmallCap Value Fund | 10 | |
Summary: DGHM MicroCap Value Fund | 17 | |
General Summary Information | 24 | |
Additional Information about the Funds Principal Investment Strategies | 24 | |
Additional Information about the Funds Principal Risks | 28 | |
General Information | 31 | |
Investing In the Funds | 37 | |
Other Important Investment Information | 48 | |
How to Get More Information | 58 |
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
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Summary: DGHM All-Cap Value Fund
Investment Objective
The
investment objective of the DGHM All-Cap Value Fund (the All-Cap Value Fund) is long-term capital appreciation.
Fees and Expenses of the All-Cap Value
Fund
This table describes the fees and expenses you may pay if you buy
and hold shares of the All-Cap Value Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Investor Class |
Institutional
Class |
Class C | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of amount purchased or redeemed, whichever is lower) | None | None | 1.00% | ||||
Redemption Fee | None | None | None | ||||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
|||||||
Management Fees | 0.65% | 0.65% | 0.65% | ||||
Distribution and/or Service (12b-1) Fees | 0.25% | 0.00% | 1.00% | ||||
Other Expenses | 1.04% | 1.04% | 1.04% | ||||
Shareholder Services Plan | 0.09% | 0.10% | 0.05% | ||||
Total Annual Fund Operating Expenses 1 | 2.03% | 1.79% | 2.74% | ||||
Fee Waivers and/or Expense Reimbursements 1 | (0.59%) | (0.69%) | (0.64%) | ||||
Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements 1 | 1.43% | 1.10% | 2.10% |
1
The Advisor has agreed, through June 30, 2019, to waive or reduce its fees and to
assume other expenses of the All-Cap Value Fund, if necessary, in an amount that
limits Total Annual Fund Operating Expenses (exclusive of interest,
taxes, brokerage commissions, acquired fund fees and expenses, other expenditures
which are capitalized in accordance with generally accepted accounting principles,
other extraordinary expenses not incurred in the ordinary course of the All-Cap
Value Funds business, dividend expense on short sales, expenses incurred under
a plan of distribution adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940, and expenses incurred under a shareholder servicing or
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administrative
servicing plan, each as applicable) to not more than 1.10% of the average daily
net assets of each share class. The Board of Trustees or the Advisor may terminate
this expense limitation agreement by mutual written consent. The Advisor is entitled
to recoup any fees waived and/or expenses reimbursed within the previous three years
following the date such waiver and/or reimbursement was made, provided that the
All-Cap Value Fund is able to make the repayment without exceeding the expense limitation
in place at the time of the waiver or reimbursement and at the time of the recoupment
.
|
Example
The following example
is intended to help you compare the cost of investing in the All-Cap Value Fund
with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the All-Cap Value Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the All-Cap Value Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years |
Investor Class | $146 | $579 | $1,038 | $2,311 |
Institutional Class | $112 | $496 | $905 | $2,048 |
Class C | $313 1 | $790 | $1,393 | $3,024 |
Portfolio Turnover
The
All-Cap Value Fund pays transaction costs, such as commissions, when it buys and
sells securities (or turns over its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs and may result in higher taxes when All-Cap
Value Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the All-Cap Value Funds performance. During the most recent fiscal year ended February 28, 2018,
the All-Cap Value Funds portfolio turnover rate was 46.49% of the average
value of its portfolio.
Principal Investment Strategies
To achieve its investment objective, the All-Cap Value Fund invests under
normal circumstances at least 80% of the value of its net assets in publicly traded
equity securities, which include common stocks, preferred stocks and convertible
securities of various issuers, and exchange-traded funds (ETFs) that
invest in such securities. The All-Cap Value Fund does not have a minimum allocation
to any capitalization range.
The Advisor uses a bottom-up selection process to attempt to identify equity securities of companies that appear to be selling at a discount relative to the Advisors assessment of their potential value. In identifying securities to be held by the All-Cap Value Fund, the Advisor will utilize a proprietary valuation model combined with in-depth industry and company specific research developed by the
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Advisor, which focuses on the cash flows, historical profitability, projected future earnings, and financial condition of individual companies. The Advisor may weigh other factors against a companys valuation in deciding which securities the All-Cap Value Fund may purchase. These factors may include the following:
|
quality of
the business franchise,
|
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|
competitive
advantage,
|
||
|
economic or
market conditions,
|
||
|
deployment
of capital, and
|
||
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reputation,
experience, and competence of the companys management.
|
Generally, securities are sold when the characteristics and factors used to select the security change or when the security has appreciated to the point that it is no longer attractive for the All-Cap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the All-Cap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market, such as healthcare, technology, natural resources, etc. In implementing the investment strategy of the All-Cap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data.
Principal Risks
An investment
in the All-Cap Value Fund is subject to investment risks, including the possible
loss of some or the entire principal amount invested. There can be no assurance
that the All-Cap Value Fund will be successful in meeting its investment objective.
The Advisors ability to choose suitable investments has a significant impact
on the ability of the All-Cap Value Fund to achieve its investment objective. Generally,
the All-Cap Value Fund will be subject to the following additional risks:
|
Market Risk
|
||
Market risk
refers to the risk that the value of securities in the All-Cap Value Funds
portfolio may decline due to daily fluctuations in the securities markets generally.
|
|||
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Equity Securities
|
||
Since the
All-Cap Value Fund invests in equity securities, it is subject to the risk that
stock prices will fall over short of extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Funds equity securities
may fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The prices
of securities issued by such companies may suffer a decline in response. These factors
contribute to price volatility.
|
|||
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Convertible
Securities
|
||
Convertible
securities are subject to the risks and price fluctuations of the underlying stock.
They may be subject to the risk that the issuer will not be able to pay interest
or dividends when due and their market value may change based on changes in the issuers credit rating
or the markets perception of the issuers creditworthiness.
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Small-Cap
and Mid-Cap Securities
|
||
Investing
in the securities of small-cap and mid-cap companies generally involves substantially
greater risk than investing in larger, more established companies.
|
|||
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Large-Cap
Securities
|
||
Prices of
securities of larger companies tend to be less volatile than companies with smaller
market capitalizations. In exchange for this potentially lower risk, the All-Cap
Value Funds value may not rise as much as the value of funds that emphasize
companies with smaller market capitalizations.
|
|||
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Management
Style Risk
|
||
Because the
All-Cap Value Fund invests primarily in value stocks (stocks that the Advisor believes
are undervalued), the All-Cap Value Funds performance may at times be better
or worse than the performance of stock funds that focus on other types of stock
strategies (e.g. growth stocks), or that have a broader investment style.
|
|||
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Sector Risk
|
||
Sector risk
is the possibility that securities within the same group of industries will decline
in price due to sector-specific market or economic developments. If the All-Cap
Value Fund invests more heavily in a sector, the value of its shares may be especially
sensitive to factors and economic risks that specifically affect that sector.
|
|||
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Issuer Risk
|
||
The value
of any of the All-Cap Value Funds portfolio securities may decline for a number
of reasons, which directly relate to the issuer, such as management performance,
financial leverage, and reduced demand for the issuers goods or services.
|
|||
|
ETF Risk
|
||
An investment
in an ETF generally presents the same primary risks as an investment in a conventional
registered mutual fund (i.e., one that is not exchange traded), including the risk
that the general level of stock prices, or that the prices of stocks within a sector,
may increase or decrease, thereby affecting the value of the shares of an ETF. ETFs
are subject to additional risks such as the fact that the market price of its shares
may trade above or below its net asset value or an active market may not develop.
There is also the risk that the Fund may suffer losses due to the investment practices
of the ETF. In addition, all ETFs will have costs and expenses that will be passed
on to the Fund and these costs and expenses will in turn increase the All-Cap Value
Funds expenses.
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Funds Past Performance
The bar chart and performance table below illustrate the variability of the All-Cap
Value Funds returns. The All-Cap Value Funds past performance (before
and after taxes) does not necessarily indicate how the All-Cap Value Fund will perform
in the future. The information provides some indication of the risks of investing
in the All-Cap Value Fund by showing changes in its performance from year to year
and by showing how its average annual returns for one-year, five-years, ten-years,
and since inception periods compare with those of a broad measure of market performance.
Updated information on the All-Cap Value Funds results can be obtained by
visiting www.dghmfunds.com or by calling toll free at 1-800-653-2839.
The All-Cap Value Fund was reorganized on October 23, 2013 from a series of DGHM Investment Trust, a Delaware statutory trust (the Predecessor Fund), to a series of the World Funds Trust, a Delaware statutory trust (the Reorganization). While the All-Cap Value Fund is a continuation of the Predecessor Fund and would have invested in the same portfolio of securities, the All-Cap Value Funds performance during the same period may have been different than the performance of the Predecessor Fund due to, among other things, differences in fees and expenses.
The following bar chart shows the All-Cap Value Funds annual returns for the Investor Class of the All-Cap Value Fund as of December 31, 2017. The performance of the All-Cap Value Funds Institutional Class and Class C would differ from the Investor Class returns shown in the bar chart because the expenses of the Classes differ.
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During the periods shown in the bar chart, the Investor Class highest return for a calendar quarter was 17.36% (quarter ending 06/30/09) and the Investor Class lowest return for a calendar quarter was -19.52% (quarter ending 12/31/08). The year-to-date return for the Investor Class as of March 31, 2018 was -2.52%.
The following table shows how average annual total returns of the All-Cap Value Funds Investor Class compared to those of the All-Cap Value Funds benchmark. The table also presents the impact of taxes on the All-Cap Value Funds Investor Class.
Average Annual Total Return as of December 31, 2017 | |||||||
1 Year | 5 Years | 10 Years |
Since Inception
(6/20/2007) 1 |
||||
Investor Class Return Before Taxes | 10.38% | 12.41% | 7.85% | 7.06% | |||
Investor Class Return After Taxes on Distribution 2 | 6.43% | 7.83% | 5.49% | 4.22% | |||
Investor Class Return After Taxes on Distribution and Sale of Fund Shares 2 | 9.10% | 9.07% | 5.91% | 4.81% | |||
Institutional Class Return Before Taxes | 10.84% | 12.83% | N/A | 11.47% | |||
Class C Return Before Taxes | 9.66% | 11.66% | 7.09% | 6.32% | |||
Russell 3000 ® Value Index (reflects no deduction for fees, expenses or taxes) | 13.19% | 13.95% | 7.19% | 5.88% |
Investment Advisor
Dalton, Greiner,
Hartman, Maher & Co., LLC is the investment advisor to the All-Cap Value Fund.
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Portfolio Managers
The Advisors investment team that is primarily responsible for the day-to-day management
of the All-Cap Value Fund is comprised of the following individuals:
| Bruce H. Geller, Portfolio Manager since the All-Cap Value Funds inception. | ||
| Jeffrey C. Baker, Portfolio Manager since the All-Cap Value Funds inception. | ||
| Peter A. Gulli, Portfolio Manager since the All-Cap Value Funds inception. | ||
| Donald S. Porter, Portfolio Manager since the All-Cap Value Funds inception. |
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections of this prospectus entitled Purchase and Sale of Fund Shares, Tax Information and Financial Intermediary Compensation.
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Summary: DGHM V2000 SmallCap Value Fund
Investment Objective
The investment objective of the DGHM V2000 SmallCap Value Fund (the V2000
SmallCap Value Fund) is long-term capital appreciation.
Fees and Expenses of the V2000 SmallCap
Value Fund
This table describes the fees and expenses you may
pay if you buy and hold shares of the V2000 SmallCap Value Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Institutional
Class |
Investor Class | Class C | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of amount purchased or redeemed, whichever is lower) | None | None | 1.00% | ||||
Redemption Fee | None | None | None | ||||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
|||||||
Management Fees | 0.80% | 0.80% | 0.80% | ||||
Distribution and/or Service (12b-1) Fees | 0.00% | 0.25% | 1.00% | ||||
Other Expenses | 0.45% | 0.67% | 0.45% | ||||
Shareholder Services Plan | 0.05% | 0.20% | 0.00% | ||||
Total Annual Fund Operating Expenses (1) | 1.30% | 1.92% | 2.25% | ||||
Fee Waivers and/or Expense Reimbursements (1) | (0.32%) | (0.52%) | (0.27%) | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (1) | 0.98% | 1.40% | 1.98% |
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administrative servicing plan, each as applicable) to not more than 0.98% of the average daily net assets of each share class. The Board of Trustees or the Advisor may terminate this expense limitation agreement by mutual written consent. The Advisor is entitled to recoup any fees waived and/or expenses reimbursed within the previous three years following the date such waiver and/or reimbursement was made, provided that the share class is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time of the recoupment .
Example
The following example
is intended to help you compare the cost of investing in the V2000 SmallCap Value
Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the V2000 SmallCap Value Fund for the periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the V2000 SmallCap Value Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years |
Institutional Class | $100 | $381 | $682 | $1,540 |
Investor Class | $143 | $553 | $989 | $2,201 |
Class C | $301 1 | $677 | $1,180 | $2,564 |
Portfolio Turnover
The V2000 SmallCap Value Fund pays transaction costs, such as commissions, when
it buys and sells securities (or turns over its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when the V2000 SmallCap Value Fund shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
example, affect the V2000 SmallCap Value Funds performance. During the most
recent fiscal year ended February 28, 2018, the V2000 SmallCap Value Funds
portfolio turnover rate was 51.15% of the average value of its portfolio.
Principal Investment Strategies
To achieve its investment objective, the V2000 SmallCap Value Fund
invests, under normal circumstances, at least 80% of its net assets, plus the amount
of borrowings for investment purposes, in publicly traded equity securities of various
small capitalization issuers that the Advisor believes are undervalued. Publicly
traded equity securities include common stocks, preferred stocks, and convertible
securities of small capitalization companies, and exchange-traded funds (ETFs) that invest in such securities. The V2000 SmallCap Value Fund defines a small
capitalization company as a company with a market capitalization within a range
of $250 million and $4.5 billion; this range is determined by the capitalization
range of the companies held in the Russell 2000 Value
®
Index as of the date of the
indexs annual rebalancing each June.
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The Advisor uses a bottom-up selection process to attempt to identify equity securities of companies that appear to be selling at a discount relative to the Advisors assessment of their potential value. In identifying securities to be held by the V2000 SmallCap Value Fund, the Advisor will utilize a proprietary valuation model combined with in-depth industry and company specific research developed by the Advisor, which focuses on the cash flows, historical profitability, projected future earnings, and financial condition of individual companies. The Advisor may weigh other factors against a companys valuation in deciding which securities the V2000 SmallCap Value Fund may purchase. These factors may include the following:
| quality of the business franchise, | ||
| competitive advantage, | ||
| economic or market conditions, | ||
| deployment of capital, and | ||
| reputation, experience, and competence of the companys management. |
Generally, securities are sold when the characteristics and factors used to select the security change or when the security has appreciated to the point that it is no longer attractive for the V2000 SmallCap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the V2000 SmallCap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market, such as healthcare, technology, natural resources, etc. In implementing the investment strategy of the V2000 SmallCap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data.
Principal Risks
An investment
in the V2000 SmallCap Value Fund is subject to investment risks, including the possible
loss of some or the entire principal amount invested. There can be no assurance
that the V2000 SmallCap Value Fund will be successful in meeting its investment
objective. The Advisors ability to choose suitable investments has a significant
impact on the ability of the V2000 SmallCap Value Fund to achieve its investment
objective. Generally, the V2000 SmallCap Value Fund will be subject to the following
additional risks:
|
Market Risk
|
||
Market risk
refers to the risk that the value of securities in the V2000 SmallCap Value Funds portfolio may decline due to daily fluctuations in the securities markets
generally.
|
|||
|
Equity Securities
|
||
Since the
V2000 SmallCap Value Fund invests in equity securities, it is subject to the risk
that stock prices will fall over short of extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Funds equity
securities may fluctuate from day to day. Individual companies may report poor results
or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility.
|
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|
Convertible
Securities
|
||
Convertible
securities are subject to the risks and price fluctuations of the underlying stock.
They may be subject to the risk that the issuer will not be able to pay interest
or dividends when due and their market value may change based on changes in the
issuers credit rating or the markets perception of the issuers
creditworthiness.
|
|||
|
Small-Cap
Securities
|
||
Investing
in the securities of small-cap companies generally involves substantially greater
risk than investing in larger, more established companies.
|
|||
|
Management
Style Risk
|
||
Because the
V2000 SmallCap Value Fund invests primarily in value stocks (stocks that the Advisor
believes are undervalued), the V2000 SmallCap Value Funds performance may
at times be better or worse than the performance of stock funds that focus on other
types of stock strategies (e.g. growth stocks), or that have a broader investment
style.
|
|||
|
Sector Risk
|
||
Sector risk
is the possibility that securities within the same group of industries will decline
in price due to sector-specific market or economic developments. If the V2000 SmallCap
Value Fund invests more heavily in a sector, the value of its shares may be especially
sensitive to factors and economic risks that specifically affect that sector.
|
|||
|
Issuer Risk
|
||
The value
of any of the V2000 SmallCap Value Funds portfolio securities may decline
for a number of reasons, which directly relate to the issuer, such as management
performance, financial leverage, and reduced demand for the issuers goods
or services.
|
|||
|
ETF Risk
|
||
An investment
in an ETF generally presents the same primary risks as an investment in a conventional
registered mutual fund (i.e., one that is not exchange traded), including the risk
that the general level of stock prices, or that the prices of stocks within a sector,
may increase or decrease, thereby affecting the value of the shares of an ETF. ETFs
are subject to additional risks such as the fact that the market price of its shares
may trade above or below its net asset value or an active market may not develop.
There is also the risk that the Fund may suffer losses due to the investment practices
of the ETF. In addition, all ETFs will have costs and expenses that will be passed
on to the Fund and these costs and expenses will in turn increase the V2000 SmallCap
Value Funds expenses.
|
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Funds Past Performance
The bar chart and performance table below illustrate the variability of
the V2000 SmallCap Value Funds returns. The V2000 SmallCap Value Funds
past performance (before and after taxes) does not necessarily indicate how the
V2000 SmallCap Value Fund will perform in the future. The information provides some
indication of the risks of investing in the V2000 SmallCap Value Fund by showing
changes in its performance from year to year and by showing how its average annual
returns for one-year, five-years, and since inception periods compare with those
of a broad-based securities market index. Updated information on the V2000 SmallCap
Value Funds results can be obtained by visiting www.dghmfunds.com or by calling
toll free at 1-800-653-2839.
The V2000 SmallCap Value Fund was reorganized on October 23, 2013 from a series of DGHM Investment Trust, a Delaware statutory trust (the Predecessor Fund), to a series of the World Funds Trust, a Delaware statutory trust (the Reorganization). While the V2000 SmallCap Value Fund is a continuation of the Predecessor Fund and would have invested in the same portfolio of securities, the V2000 SmallCap Value Funds performance during the same period may have been different than the performance of the Predecessor Fund due to, among other things, differences in fees and expenses.
The following bar chart shows the V2000 SmallCap Value Funds annual returns for the Institutional Class as of December 31, 2017. The performance of the V2000 SmallCap Value Funds Investor Class and Class C would differ from the Institutional Class returns shown in the bar chart because the expenses of the Classes differ.
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During the periods shown in the bar chart, the Institutional Class highest return for a calendar quarter was 12.66% (quarter ending 12/31/11) and the Institutional Class lowest return for a calendar quarter was -19.86% (quarter ending 09/30/11). The year-to-date return for the Institutional Class shares as of March 31, 2018 was -4.24%.
The following table shows how average annual total returns of the V2000 SmallCap Value Funds Institutional Class compared to those of the V2000 SmallCap Value Funds benchmark. The table also presents the impact of taxes on the V2000 SmallCap Value Funds Institutional Class.
Investment Advisor
Dalton, Greiner, Hartman, Maher & Co., LLC is the investment advisor to
the V2000 SmallCap Value Fund.
Portfolio Managers
The Advisors investment team that is primarily responsible for the day-to-day
management of the V2000 SmallCap Value Fund is comprised of the following individuals:
| Bruce H. Geller, Portfolio Manager since the V2000 SmallCap Value Funds inception. | ||
| Jeffrey C. Baker, Portfolio Manager since the V2000 SmallCap Value Funds inception. |
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| Peter A. Gulli, Portfolio Manager since the V2000 SmallCap Value Funds inception. | ||
| Donald S. Porter, Portfolio Manager since the V2000 SmallCap Value Funds inception. |
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections of this prospectus entitled Purchase and Sale of Fund Shares, Tax Information and Financial Intermediary Compensation.
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Summary: DGHM MicroCap Value Fund
Investment Objective
The investment objective of the DGHM MicroCap Value Fund (the MicroCap
Value Fund) is long-term capital appreciation.
Fees and Expenses of the MicroCap
Value Fund
This table describes the fees and expenses you may
pay if you buy and hold shares of the MicroCap Value Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Institutional
Class |
Investor
Class |
|||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | |||
Maximum Deferred Sales Charge (Load) (as a percentage of amount purchased or redeemed, whichever is lower) | None | None | |||
Redemption Fee (on shares redeemed within 60 days of purchase) | 1.00% | 1.00% | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
|||||
Management Fees | 1.00% | 1.00% | |||
Distribution and/or Service (12b-1) Fees | 0.00% | 0.25% | |||
Other Expenses | 0.67% | 0.76% | |||
Shareholder Services Plan | 0.03% | 0.02% | |||
Total Annual Fund Operating Expenses 1 | 1.70% | 2.03% | |||
Fee Waivers and/or Expense Reimbursements 1 | (0.51%) | (0.57%) | |||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 1 | 1.19% | 1.46% |
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The Board of Trustees or the Advisor may terminate this expense limitation agreement by mutual written consent. The Advisor is entitled to recoup any fees waived and/or reimbursed within the previous three years following the date such waiver and/or reimbursement was made, provided that the MicroCap Value Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the of the recoupment .
Example
The following example is intended
to help you compare the cost of investing in the MicroCap Value Fund with the cost
of investing in other mutual funds.
The example assumes that you invest $10,000 in the MicroCap Value Fund for the periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the MicroCap Value Funds operating expenses remain the same. The effect of the Advisors agreement to waive fees and/or reimburse expenses is only reflected in the first year of the example shown below. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years |
Institutional Class | $121 | $486 | $875 | $1,966 |
Investor Class | $149 | $582 | $1,041 | $2,313 |
Portfolio Turnover
The
MicroCap Value Fund pays transaction costs, such as commissions, when it buys and
sells securities (or turns over its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs and may result in higher taxes when the
MicroCap Value Fund shares are held in a taxable account. These costs, which are
not reflected in annual fund operating expenses or in the example, affect the MicroCap
Value Funds performance. During the most recent fiscal year ended February
28, 2018, the MicroCap Value Funds portfolio turnover rate was 50.99% of the
average value of its portfolio.
Principal Investment Strategies
To achieve its investment objective, the MicroCap Value Fund invests, under
normal circumstances, at least 80% of the value of its net assets, plus the amount
of borrowings for investment purposes, in publicly traded equity securities of micro-capitalization
issuers that the Advisor believes are undervalued. Publicly traded equity securities
include common stocks, preferred stocks, and convertible securities of various micro-capitalization
issuers, and exchange-traded funds (ETFs) that invest in such securities.
The MicroCap Value fund defines a micro capitalization company as a company with
a market capitalization within a range of $50 million and $1.1 billion; this range
is determined by the capitalization range of the companies held in the Russell 2000 Value
®
Index as of the date of the indexs annual rebalancing each June.
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The Advisor uses a bottom-up selection process to attempt to identify equity securities of companies that appear to be selling at a discount relative to the Advisors assessment of their potential value. In identifying securities to be held by the MicroCap Value Fund, the Advisor will utilize a proprietary valuation model combined with in-depth industry and company specific research developed by the Advisor, which focuses on the cash flows, historical profitability, projected future earnings, and financial condition of individual companies. The Advisor may weigh other factors against a companys valuation in deciding which securities the MicroCap Value Fund may purchases. These factors may include the following:
| quality of the business franchise, | ||
| competitive advantage, | ||
| economic or market conditions, | ||
| deployment of capital, and | ||
| reputation, experience, and competence of the companys management. |
Generally, securities are sold when the characteristics and factors used to select the security change or when the security has appreciated to the point that it is no longer attractive for the MicroCap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the MicroCap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market. In implementing the investment strategy of the MicroCap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data.
Principal Risks
An investment in the MicroCap Value Fund is subject to investment risks, including
loss of money invested in the Fund. There can be no assurance that the MicroCap
Value Fund will be successful in meeting its investment objective. The Advisors
ability to choose suitable investments has a significant impact on the ability of
the MicroCap Value Fund to achieve its investment objective. Generally, the MicroCap
Value Fund will be subject to the following additional risks:
|
Market Risk
|
||
Market risk
refers to the risk that the value of securities in the MicroCap Value Funds
portfolio may decline due to daily fluctuations in the securities markets generally.
|
|||
|
Equity Securities
|
||
Since the
MicroCap Value Fund invests in equity securities, it is subject to the risk that
stock prices will fall over short of extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Funds equity securities
may fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The prices
of securities issued by such companies may suffer a decline in response. These factors
contribute to price volatility.
|
|||
|
Convertible
Securities
|
||
Convertible
securities are subject to the risks and price fluctuations of the underlying stock.
They may be subject to the risk that the issuer will not be able to pay interest
or dividends when due and
their market value may change based on changes in the issuers credit rating
or the markets perception of the issuers creditworthiness.
|
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|
Micro-Cap
Securities
|
||
Investing
in the securities of micro-cap companies generally involves substantially greater
risk than investing in larger, more established companies. Micro-cap companies may
have erratic earnings patterns, competitive conditions, limited earnings history,
and a reliance on one or a limited number of products. Such companies may also have
less publicly available corporate information as compared to larger companies.
|
|||
|
Management
Style Risk
|
||
Because the
MicroCap Value Fund invests primarily in value stocks (stocks that the Advisor believes
are undervalued), the MicroCap Value Funds performance may at times be better
or worse than the performance of stock funds that focus on other types of stock
strategies (e.g. growth stocks), or that have a broader investment style.
|
|||
|
Sector Risk
|
||
Sector risk
is the possibility that securities within the same group of industries will decline
in price due to sector-specific market or economic developments. If the MicroCap
Value Fund invests more heavily in a sector, the value of its shares may be especially
sensitive to factors and economic risks that specifically affect that sector.
|
|||
|
Issuer Risk
|
||
The value
of any of the MicroCap Value Funds portfolio securities may decline for a
number of reasons, which directly relate to the issuer, such as management performance,
financial leverage, and reduced demand for the issuers goods or services.
|
|||
|
ETF Risk
|
||
An investment
in an ETF generally presents the same primary risks as an investment in a conventional
registered mutual fund (i.e., one that is not exchange traded), including the risk
that the general level of stock prices, or that the prices of stocks within a sector,
may increase or decrease, thereby affecting the value of the shares of an ETF. ETFs
are subject to additional risks such as the fact that the market price of its shares
may trade above or below its net asset value or an active market may not develop.
There is also the risk that the Fund may suffer losses due to the investment practices
of the ETF. In addition, all ETFs will have costs and expenses that will be passed
on to the Fund and these costs and expenses will in turn increase the MicroCap Value
Funds expenses.
|
Funds Past Performance
The bar chart and performance table below illustrate the variability of the MicroCap
Value Funds returns. The MicroCap Value Funds past performance (before
and after taxes) does not necessarily indicate how the MicroCap Value Fund will
perform in the future. The information provides some
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indication of the risks of investing in the MicroCap Value Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns for one-year and since inception periods compare with the returns of a broad-based securities market index. Updated information on the MicroCap Value Funds results can be obtained by visiting www.dghmfunds.com or by calling toll free at 1-800-653-2839.
DGHM Microcap, G.P., a privately offered fund managed by the MicroCap Value Funds portfolio managers (the Predecessor Fund), was reorganized into the MicroCap Value Fund, a series of World Funds Trust, a Delaware statutory trust (the Reorganization).The MicroCap Value Fund commenced operations on June 1, 2016 after the Reorganization. The Predecessor Fund commenced operations on December 18, 1991. The Predecessor Fund had an investment objective, strategies, guidelines and restrictions that were, in all material respects, the same as those of the MicroCap Value Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the MicroCap Value Fund. However, the Predecessor Fund was not registered as an investment company under the 1940 Act, and it was not subject to certain investment limitations, diversification requirements, liquidity requirements, and other restrictions imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended, which, if applicable, may have adversely affected its performance.
The MicroCap Value Funds performance for periods prior to the commencement of operations on June 1, 2016 is that of the Predecessor Fund (net of actual fees and expenses charged to the Predecessor Fund). Because the Predecessor Fund was offered to its investors without the imposition of a management fee, the MicroCap Value Funds performance for periods prior to June 1, 2016, has been adjusted to reflect the deduction of the highest management fee assessed by the Advisor to its separate account clients that pursue an investment strategy similar to that of the MicroCap Value Fund. The performance of the Predecessor Fund has not been restated to reflect the fees, expenses and fee waivers and/or expense limitations applicable to each class of shares of the MicroCap Value Fund. If the performance of the Predecessor Fund had been restated to reflect the applicable fees and expenses of each class of shares of the MicroCap Value Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table below. For periods following the MicroCap Value Funds commencement of operations on June 1, 2016, the performance will be that of each class of shares and will differ as a result of the different levels of fees and expenses applicable to each class of shares. The MicroCap Value Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
The following bar chart shows the MicroCap Value Funds annual returns for the Institutional Class shares of the Fund as of December 31, 2017. The performance of the MicroCap Value Funds Investor Class shares and Class C shares would differ from the Institutional Class returns shown in the bar chart because the expenses of the Classes differ.
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During the periods shown in the bar chart, the Institutional Class highest return for a calendar quarter was 16.10% (quarter ending 06/30/09) and the Institutional Class lowest return for a calendar quarter was -25.55% (quarter ending 12/31/08). The year-to-date return for the Institutional Class as of March 31, 2018 was -2.73%.
The following table shows how average annual total returns of the MicroCap Value Funds Institutional Class compared to those of the MicroCap Value Funds benchmarks. The table also presents the impact of taxes on the MicroCap Value Funds Institutional Class.
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Average Annual Total Return as of December 31, 2017 | |||||||||
1 Year | 5 Years | 10 Years |
Since
Inception
(12/18/1991) 1 |
||||||
Institutional Class Return Before Taxes | 15.41% | 16.56% | 8.94% | 13.05% | |||||
Institutional Class Return After Taxes on Distribution 1 | 10.91% | 15.64% | 8.49% | 12.87% | |||||
Institutional Class Return After Taxes on Distribution and Sale of Fund Shares 2 | 9.55% | 13.08% | 5.82% | 11.85% | |||||
Investor Class Return before Taxes 3 | 15.02% | 16.22% | 8.65% | 12.76% | |||||
Russell 2000 ® Value Index (reflects no deduction for fees, expenses or taxes) | 7.84% | 13.01% | 8.17% | N/A | |||||
Russell Microcap ® Value Index (reflects no deduction for fees, expenses or taxes) | 11.09% | 14.60% | 7.89% | N/A |
Investment Advisor
Dalton, Greiner, Hartman, Maher & Co., LLC is the investment advisor to
the MicroCap Value Fund.
Portfolio Managers
The Advisors investment team that is primarily responsible for the day-to-day
management of the MicroCap Value Fund is comprised of the following individuals:
| Bruce H. Geller, Portfolio Manager since the MicroCap Value Funds inception. | ||
| Jeffrey C. Baker, Portfolio Manager since the MicroCap Value Funds inception. | ||
| Peter A. Gulli, Portfolio Manager since the MicrolCap Value Funds inception. | ||
| Donald S. Porter, Portfolio Manager since the MicroCap Value Funds inception. |
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For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections of this prospectus entitled Purchase and Sale of Fund Shares, Tax Information and Financial Intermediary Compensation.
General Summary Information
Tax Information
You will
generally be subject to federal income tax each year on dividend and distribution
payments, as well as on any gain realized when you sell (redeem) or exchange your
Fund shares. If you hold Fund shares through a tax-deferred account (such as a retirement
plan), you generally will not owe tax until you receive a distribution from the
account.
Financial Intermediary Compensation
If you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other intermediary and your salesperson
to recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediarys website for more information.
Additional Information about the Funds Principal Investment Strategies
Investment Objective
The investment objective of the All-Cap Value Fund, the V2000 SmallCap Value
Fund, and the MicroCap Value Fund is long-term capital appreciation. Each Funds
investment objective may be changed without shareholder approval. Shareholders will
be given 60 days notice of such change.
The All-Cap Value Fund, the V2000 SmallCap Value Fund and the MicroCap Value Fund may each be referred to generally throughout this document as a Fund or collectively, as the Funds.
DGHM All-Cap Value Fund
To achieve its investment objective, the All-Cap Value Fund invests under normal
circumstances at least 80% of the value of its net assets in publicly traded equity
securities, which include common stocks, preferred stocks and convertible securities
of various issuers, and exchange-traded funds (ETFs) that invest in
such securities. The All-Cap Value Fund does not have a minimum allocation to any
capitalization range. This 80% investment policy may be changed without shareholder
approval upon 60 days prior notice to All-Cap Value Fund shareholders.
The Advisor uses a bottom-up selection process to attempt to identify equity securities of companies that appear to be selling at a discount relative to the Advisors assessment of their potential value. The Advisor focuses on the cash flows, historical profitability, projected future earnings, and financial condition of individual companies in identifying which securities the All-Cap Value Fund may purchase.
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o | quality of the business franchise, | ||
o | competitive advantage, | ||
o | economic or market conditions, | ||
o | deployment of capital, and | ||
o | reputation, experience, and competence of the companys management. |
Generally, securities are sold when the characteristics and factors used to select the security change or the security has appreciated to the point where it is no longer attractive for the All-Cap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the All-Cap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market, such as healthcare, technology, natural resources, etc. In implementing the investment strategy of the All-Cap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data. The Advisor does not attempt to make macroeconomic calls (i.e., predict economic growth, interest rates, currency levels, commodity prices, etc.). Additionally, the Advisor does not predict the direction of the stock market.
The All-Cap Value Fund may also purchase exchange-traded funds (ETFs) in accordance with applicable requirements of the Investment Company Act of 1940, as amended (1940 Act). An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index, such as the S&P 500. ETFs are traded on a securities exchange (e.g., the New York Stock Exchange) based on their market value. An ETF portfolio holds the same stocks or bonds as the index it tracks, so its market price reflects the value of the index at any given time. ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustee fees, and marketing expenses. Therefore, if the All-Cap Value Fund were to become a shareholder in an ETF, the All-Cap Value Fund would be required to pay its proportionate share of the expenses of the ETF.
DGHM V2000 SmallCap Value Fund
To achieve its investment objective, the V2000 SmallCap Value Fund invests
, under normal circumstances, at least 80% of its net assets, plus the amount of
borrowings for investment purposes, in publicly traded equity securities of various
small capitalization issuers that the Advisor believes are undervalued. Publicly
traded equity securities include common stocks, preferred stocks, and convertible
securities of small capitalization companies, and exchange-traded funds (ETFs) that invest in such securities. The V2000 SmallCap Value fund defines a small
capitalization company as a company with a market capitalization within a range
of $250 million and $4.5 billion; this range is determined by the capitalization
range of the companies held in the Russell 2000 Value
®
Index as of the date of the
indexs annual rebalancing each June. This 80% investment policy may be changed
without shareholder approval upon 60 days prior notice to V2000 SmallCap Value
Fund shareholders.
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o | quality of the business franchise, | ||
o | competitive advantage, | ||
o | economic or market conditions, | ||
o | deployment of capital, and | ||
o | reputation, experience, and competence of the companys management. |
Generally, securities are sold when the characteristics and factors used to select the security change or the security has appreciated to the point where it is no longer attractive for the V2000 SmallCap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the V2000 SmallCap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market, such as healthcare, technology, natural resources, etc. In implementing the investment strategy of the V2000 SmallCap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data.
The V2000 SmallCap Value Fund may also purchase ETFs in accordance with applicable requirements of the 1940 Act. An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index, such as the S&P 500. ETFs are traded on a securities exchange (e.g., the New York Stock Exchange) based on their market value. An ETF portfolio holds the same stocks or bonds as the index it tracks, so its market price reflects the value of the index at any given time. ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustee fees, and marketing expenses. Therefore, if the V2000 SmallCap Value Fund were to become a shareholder in an ETF, the V2000 SmallCap Value Fund would be required to pay its proportionate share of the expenses of the ETF.
DGHM MicroCap Value Fund
To achieve its investment objective, the MicroCap Value Fund invests, under
normal circumstances, at least 80% of the value of its net assets, plus the amount
of borrowings for investment purposes, in publicly traded equity securities of micro-capitalization
issuers that the Advisor believes are undervalued. Publicly traded equity securities
include common stocks, preferred stocks, and convertible securities of various micro-capitalization
issuers, and exchange-traded funds (ETFs) that invest in such securities.
The MicroCap Value fund defines a micro capitalization company as a company with
a market capitalization within a range of $50 million and $1.1 billion; this range
is determined by the capitalization range of the companies held in the Russell 2000 Value
®
Index as of the date of the indexs annual rebalancing each June. This
80% investment policy may be changed without shareholder approval upon 60 days
prior notice to MicroCap Value Fund shareholders.
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o | quality of the business franchise, | ||
o | competitive advantage, | ||
o | economic or market conditions, | ||
o | deployment of capital, and | ||
o | reputation, experience, and competence of the companys management. |
Generally, securities are sold when the characteristics and factors used to select the security change or the security has appreciated to the point where it is no longer attractive for the MicroCap Value Fund to hold the security in its portfolio of investments. In pursuit of its investment objective, the MicroCap Value Fund may invest a significant portion of its assets in one or more sectors of the equity securities market. In implementing the investment strategy of the MicroCap Value Fund, the Advisor invests with a multi-year investment horizon rather than focusing on the month or quarter end data.
The MicroCap Value Fund may also purchase ETFs in accordance with applicable requirements of the 1940 Act. An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index, such as the S&P 500. ETFs are traded on a securities exchange (e.g., the American Stock Exchange) based on their market value. An ETF portfolio holds the same stocks or bonds as the index it tracks, so its market price reflects the value of the index at any given time. ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustee fees, and marketing expenses. Therefore, if the MicroCap Value Fund were to become a shareholder in an ETF, the MicroCap Value Fund would be required to pay its proportionate share of the expenses of the ETF.
| the Advisor believes they offer more attractive opportunities; | ||
| as a temporary defensive measure in response to adverse market, economic, political, or other conditions; or | ||
| to meet liquidity, redemption, and short-term investing needs. |
Each Fund may from time to time determine that market conditions warrant investing in investment-grade bonds, U.S. government securities, bank certificates of deposit, bankers acceptances, commercial paper, money market instruments, and to the extent permitted by applicable law and the Funds investment restrictions, shares of other investment companies. Under such circumstances, the Advisor may invest up to 100% of a Funds assets in these investments.
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To the extent a Fund invests in money market funds or other investment companies, shareholders of that Fund would indirectly pay both that Funds expenses and the expenses relating to those other investment companies with respect to the Funds assets invested in such investment companies. To the extent a Fund is invested in short-term investments, it will not be pursuing and may not achieve its investment objective. Under normal circumstances, however, each of the Funds will also hold money market instruments or similar type investments for cash that is awaiting investment, to accumulate cash for anticipated purchases of portfolio securities, to allow for shareholder redemptions, and to provide for funds to pay for operating expenses.
Additional Information about the Funds Principal Risks
An investment in the Funds is subject to investment risks, including the possible loss of some or the entire principal amount invested. There can be no assurance that either of the Funds will be successful in meeting its investment objective. The Advisors ability to choose suitable investments has a significant impact on the ability of each Fund to achieve its investment objective. Generally, each of the Funds (unless otherwise noted) will be subject to the following additional principal risks:
|
Market Risk.
Market risk refers to the risk that the value of securities in a Funds portfolio
may decline due to daily fluctuations in the securities markets generally. A Funds performance per share will change daily based on many factors, including
fluctuation in interest rates, the quality of the instruments in a Funds investment
portfolio, national and international economic conditions, general equity market
conditions, and other factors and conditions beyond the Advisors control.
In a declining stock market, stock prices for all companies (including those in
a Funds portfolio) may decline, regardless of their long-term prospects. Increases
or decreases in value of stocks are generally greater than for bonds and other investments.
|
||
|
Equity Securities.
Since the Funds invest in equity securities, they are subject to the risk that stock
prices will fall over short of extended periods of time. Historically, the equity
markets have moved in cycles, and the value of the Funds equity securities
may fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The prices
of securities issued by such companies may suffer a decline in response. These factors
contribute to price volatility.
|
||
|
Convertible
Securities.
Convertible securities are subject to the risks and price fluctuations
of the underlying stock. They may be subject to the risk that the issuer will not
be able to pay interest or dividends when due and their market value may change
based on changes in the issuers credit rating or the markets perception
of the issuers creditworthiness. Some convertible preferred stocks have a
conversion or call feature that allows the issuer to redeem the stock before the
conversion date, which could diminish the potential for capital appreciation on
the investment.
|
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|
Small-Cap
and Mid-Cap Securities (with respect to V2000 SmallCap Value Fund and All-Cap Value
Fund).
Investing in the securities of small-cap and mid-cap companies generally
involves substantially greater risk than investing in larger, more established companies.
This greater risk is, in part, attributable to the fact that the securities of these
companies usually have more limited marketability and, therefore, may be more volatile
than securities of larger, more established companies or the market averages in
general. Because these companies normally have fewer shares outstanding than larger
companies, it may be more difficult to buy or sell significant amounts of such shares
without an unfavorable impact on prevailing prices. Another risk factor is that
these companies often have limited product lines, markets, or financial resources
and may lack management depth. Additionally, these companies are typically subject
to greater changes in earnings and business prospects than are larger, more established
companies. These companies may not be well-known to the investing public, may not
be followed by the financial press or industry analysts, and may not have institutional
ownership. These factors affect the Advisors access to information about the
companies and the stability of the markets for the companies securities. These
companies may be more vulnerable than larger companies to adverse business or economic
developments; the risk exists that the companies will not succeed; and the prices
of the companies shares could dramatically decline in value. Therefore, an
investment in a Fund may involve a substantially greater degree of risk than an
investment in other mutual funds that seek capital growth by investing in more established,
larger companies. This risk may be particularly greater for the V2000 SmallCap Value
Fund than the All-Cap Value Fund.
|
||
|
MicroCap Securities
(with respect to MicroCap Value Fund).
Investing in the securities of micro-cap
companies generally involves substantially greater risk than investing in larger,
more established companies. This greater risk is, in part, attributable to the fact
that the securities of these companies usually have more limited marketability and,
therefore, may be more volatile than securities of larger, more established companies
or the market averages in general. Because these companies normally have fewer shares
outstanding than larger companies, it may be more difficult to buy or sell significant
amounts of such shares without an unfavorable impact on prevailing prices. Another
risk factor is that these companies often have limited product lines, markets, or
financial resources and may lack management depth. Additionally, these companies
are typically subject to greater changes in earnings and business prospects than
are larger, more established companies. These companies may not be well-known to
the investing public, may not be followed by the financial press or industry analysts,
and may not have institutional ownership. These factors affect the Advisors
access to information about the companies and the stability of the markets for the
companies securities. These companies may be more vulnerable than larger companies
to adverse business or economic developments; the risk exists that the companies
will not succeed; and the prices of the companies shares could dramatically
decline in value. Therefore, an investment in the Fund may involve a substantially
greater degree of risk than an investment in other mutual funds that seek capital
growth by investing in more established, larger companies.
|
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|
Large-Cap
Securities (with respect to All-Cap Value Fund).
Companies with large market capitalizations
go in and out of favor based on various market and economic conditions. Prices of
securities of larger companies tend to be less volatile than companies with smaller
market capitalizations. In exchange for this potentially lower risk, a Funds
value may not rise as much as the value of funds that emphasize companies with smaller
market capitalizations.
|
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Management
Style Risk.
Different types of securities tend to shift into and out of favor with
stock market investors depending on market and economic conditions. Because the
Funds invest primarily in value stocks (stocks that the Advisor believes are undervalued),
the Funds performance may at times be better or worse than the performance
of stock funds that focus on other types of stock strategies (e.g. growth stocks),
or that have a broader investment style.
|
||
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Sector Risk.
Sector risk is the possibility that securities within the same group of industries
will decline in price due to sector-specific market or economic developments. If
a Fund invests more heavily in a sector, the value of its shares may be especially
sensitive to factors and economic risks that specifically affect that sector. As
a result, a Funds share price may fluctuate more widely than the value of
shares of a mutual fund that invests in a broader range of industries. Additionally,
some sectors could be subject to greater government regulation than other sectors.
Therefore, changes in regulatory policies for those sectors may have a material
effect on the value of securities issued by companies in those sectors. The sectors
in which a Fund may invest more heavily will vary.
|
||
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Issuer Risk.
The value of any of a Funds portfolio securities may decline for a number
of reasons, which directly relate to the issuer, such as management performance,
financial leverage, and reduced demand for the issuers goods or services.
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|
ETF Risk.
An investment in an ETF generally presents the same primary risks as an investment
in a conventional registered fund (i.e., one that is not exchange traded), including
the risk that the general level of stock prices, or that the prices of stocks within
a sector, may increase or decrease, thereby affecting the value of the shares of
an ETF. In addition, all ETFs will have costs and expenses that will be passed on
to a Fund and these costs and expenses will in turn increase a Funds expenses.
ETFs are also subject to the following risks that often do not apply to conventional
funds: (1) the market price of the ETFs shares may trade at a discount to
the ETFs net asset value (NAV); as a result, ETFs may experience
more price volatility than other types of portfolio investments and such volatility
could negatively impact a Funds NAV; (2) an active trading market for an ETFs shares may not develop or be maintained at a sufficient volume; (3) trading
of an ETFs shares may be halted if the listing exchange deems such action
appropriate; and (4) ETF shares may be delisted from the exchange on which they
trade, or circuit breakers (which are tied to large decreases in stock
prices) used by the exchange may temporarily halt trading in the ETFs stock.
ETFs are also subject to the risks of the underlying securities or sectors that
the ETF is designed to track. Finally, there may be legal limitations and other
conditions imposed by Securities and Exchange Commission (SEC) rules
on the amount of ETF shares that a Fund may acquire.
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See also Risk Factors, and Investment Policies, and Investment Restrictions discussed in the Statement of Additional Information that is incorporated herein by reference and made a part hereof.
General Information
The Funds Investment Advisor
The Funds investment advisor is Dalton, Greiner, Hartman, Maher
& Co., LLC, a Delaware limited liability company, whose address is 565 Fifth
Avenue, Suite 2101, New York, New York 10017. The Advisor serves in this capacity
pursuant to an investment advisory agreement with the Trust with respect to each
Fund. Subject to the authority of the Board of Trustees of the Trust (Trustees), the Advisor provides guidance and policy direction in connection with its
daily management of each Funds assets. The Advisor is also responsible for
the selection of broker-dealers for executing portfolio transactions, subject to
the brokerage policies established by the Trustees, and the provision of certain
executive personnel to the Funds.
The Advisor was organized in 1982 as Dillon Read Capital, the money management subsidiary of Dillon, Read & Co., Inc., formerly an investment bank. The Advisor is currently 80% owned by Boston Private Financial Holdings, Inc., which is organized as a bank holding company focusing on wealth management through private banking and investment services. The remaining 20% interest in the Advisor is employee owned. As of May 31, 2018, the Advisor had approximately $2.0 billion in assets under management.
Historical Performance of Accounts Similar
to the V2000 SmallCap Value Fund
The table in this section shows supplemental
performance data for DGHM V2000 SmallCap Value Composite (DGHM V2000 SmallCap
Value Composite), which is intended to assist prospective investors in making
informed investment decisions. The DGHM V2000 SmallCap Value Composite is composed
of all accounts that are managed by the Advisor and that have investment objectives,
strategies, and policies substantially similar to the V2000 SmallCap Value Fund.
As of December 31, 2017 the Composite consisted of 23 advisory accounts. As of this
date, the total assets of the Composite were approximately $1,086 million. The DGHM
V2000 SmallCap Value Composite is presented net of fees and expenses and reflects
the reinvestment of dividends and distributions.
The DGHM V2000 SmallCap Value Composite performance is not the V2000 SmallCap Value Funds performance, nor should it be considered a substitute for the V2000 SmallCap Value Funds performance. The DGHM V2000 Small Cap Value Composite performance is not intended to predict or suggest the return that will be experienced by the V2000 SmallCap Value Fund or the return one might achieve by investing in the V2000 SmallCap Value Fund. The V2000 SmallCap Value Funds performance may be different than the performance of the DGHM V2000 SmallCap Value Composite due to, among other things, differences in fees and expenses, investment limitations, diversification requirements, and tax restrictions. The overall expenses of the accounts comprising the DGHM V2000 SmallCap Value Composite are generally lower than those of the V2000 SmallCap Value Fund and,
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accordingly, the performance of those accounts would have been less if they had incurred the expenses of the DGHM V2000 SmallCap Value Fund. Also, the accounts that comprise the DGHM V2000 SmallCap Value Composite are not registered mutual funds and are not subject to certain investment limitations, diversification requirements, and other restrictions imposed on mutual funds by the 1940 Act and the Internal Revenue Code, which, if applicable, could adversely affect the performance of the DGHM V2000 SmallCap Value Composite.
Average
Annual Total Returns
Periods Ended December 31, 2017 |
Past
1 Year |
Past
3 Years |
Past
5 Years |
Past
10 Years |
DGHM V2000 SmallCap Value Composite | 7.91% | 9.02% | 12.33% | 8.95% |
Russell 2000 ® Value Index* | 7.84% | 9.55% | 13.01% | 8.17% |
Historical Performance of Accounts Similar
to the MicroCap Value Fund
The table in this section shows supplemental performance
data for DGHM MicroCap Value Composite (DGHM MicroCap Value Composite),
which is intended to assist prospective investors in making informed investment
decisions. The DGHM MicroCap Value Composite is composed of all accounts that are
managed by the Advisor and that have investment objectives, strategies, and policies
substantially similar to the MicroCap Value Fund. As of December 31, 2017 the Composite
consisted of 14 advisory accounts. As of this date, the total assets of the Composite
were approximately $144 million. The DGHM MicroCap Value Composite is presented
net of fees and expenses and reflects the reinvestment of dividends and distributions.
The DGHM MicroCap Value Composite performance is not the MicroCap Value Funds performance, nor should it be considered a substitute for the MicroCap Value Funds performance. The DGHM MicroCap Value Composite performance is not intended to predict or suggest the return that will be experienced by the MicroCap Value Fund or the return one might achieve by investing in the MicroCap Value Fund. The MicroCap Value Funds performance may be different than the performance of the DGHM MicroCap Value Composite due to, among other things, differences in fees and expenses, investment limitations, diversification requirements, and tax restrictions. The overall expenses of the accounts comprising the DGHM MicroCap Value Composite are generally lower than those of the MicroCap Value Fund and, accordingly, the performance of those accounts would have been less if they had incurred the expenses of the DGHM MicroCap Value Fund. Also, the accounts that comprise the DGHM MicroCap Value Composite are not registered mutual funds and are not subject to certain investment limitations, diversification requirements, and other restrictions imposed on mutual funds by the 1940 Act and the Internal Revenue Code, which, if applicable, could adversely affect the performance of the DGHM MicroCap Value Composite.
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Average
Annual Total Returns
Periods Ended
December 31, 2017 |
Past
1 Year |
Past
3 Years |
Past
5 Years |
Past
10 Years |
DGHM MicroCap Value Composite | 15.49% | 13.34% | 16.62% | 8.83% |
Russell Microcap ® Value Index* | 11.09% | 10.72% | 14.60% | 7.89% |
Russell 2000 ® Value Index** | 7.84% | 9.55% | 13.01% | 8.17% |
Brokerage Practices
In selecting
brokers and dealers to execute portfolio transactions, the Advisor may consider
research and brokerage services furnished to the Advisor or its affiliates. The
Advisor may not consider sales of shares of a Fund as a factor in the selection
of brokers and dealers, but may place portfolio transactions with brokers and dealers
that promote or sell a Funds shares so long as such transactions are done
in accordance with the policies and procedures established by the Trustees that
are designed to ensure that the selection is based on the quality of execution and
not on sales efforts. When placing portfolio transactions with a broker or dealer,
the Advisor may aggregate securities to be sold or purchased for the Fund with those
to be sold or purchased for other advisory accounts managed by the Advisor. In aggregating
such securities, the Advisor will average the transaction as to price and will allocate
available investments in a manner that the Advisor believes to be fair and reasonable
to the Fund and such other advisory accounts. An aggregated order will generally
be allocated on a pro rata basis among all participating accounts, based on the
relative dollar values of the participating accounts, or using any other method
deemed to be fair to the participating accounts, with any exceptions to such methods
involving the Trust being reported to the Trustees.
The Advisors Compensation
Under the investment advisory agreements for the Funds, the Advisor is entitled to
receive monthly compensation based on each Funds average daily net assets
at the annual rates of 0.06% for the All-Cap Value Fund, 0.48% for the V2000 SmallCap
Value Fund and 0.49% for the MicroCap Value Fund. For the fiscal year ended February
28, 2018, the Advisor received compensation at the annual rate of 0.20% for the
All-Cap Value Fund. For the fiscal year ended February 28, 2018, the Advisor received
compensation at the annual rate of 0.57% for the V2000 SmallCap Value Fund. For
the fiscal year ended February 28, 2018, the Advisor received compensation at the
annual rate of 0.21% for the MicroCap Value Fund. A discussion regarding the basis
for the Trustees approving the investment advisory agreement for each of the Funds
is available in the Funds semi-annual report to shareholders for the period
ending August 31, 2017 and will be available in the Funds semi-annual report
to shareholders for the period ended August 31, 2018.
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Expense Limitation Agreement
The Advisor and Trust have entered into an Expense Limitation Agreement, on behalf
of each Fund, under which the Advisor has agreed, through June 30, 2019, to waive
its fees and to reimburse other expenses of the Funds, if necessary, in an amount
that limits Total Annual Fund Operating Expenses (exclusive of interest, taxes,
brokerage commissions, acquired fund fees and expenses, other expenditures which
are capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of a Funds business,
dividend expense on short sales, expenses incurred under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act, if applicable and expenses incurred
under a shareholder servicing or administrative servicing plan, if applicable) to
not more than 1.10%, 0.98%, and 1.19% of the average daily net assets of the All-Cap
Value Fund, the V2000 SmallCap Value Fund and the MicroCap Value Fund, respectively.
In determining a Funds total operating expenses, expenses that the Fund would
have incurred but did not actually pay because of expense offset or brokerage services
arrangements shall be added to the aggregate expenses so as not to benefit the Advisor.
Additionally, fees reimbursed to a Fund relating to brokerage/services arrangements
shall not be considered in determining a Funds total operating expenses so
as to benefit the Advisor. Finally, the Expense Limitation Agreement excludes any
acquired fund fees and expenses. In addition, the Advisor may be entitled to recoupment
of fees waived or expense reimbursed by the Advisor to the Funds. The total amount
of recoupment shall be the sum of all fees waived or expenses reimbursed by the
Advisor and all other payments remitted by the Advisor to a Fund during any of the
previous three years following the date such waiver and/or reimbursement was made,
less any recoupment previously paid by a Fund to the Advisor for such waivers or
reimbursements. Amounts recouped may not cause a Fund to exceed its expense limit
in place at the time of the waiver or reimbursement and at the time of the recoupment.
It is expected that the Expense Limitation Agreement will continue from year-to-year
for each Fund provided such continuance is specifically approved by a majority of
the Trustees who are not interested persons of the Trust or any other party to
the Expense Limitation Agreement, as such term is defined in the 1940 Act. The Trustees
or the Advisor may terminate this expense limitation agreement by mutual written
consent.
The Funds Portfolio Managers
The Advisor utilizes a management team approach with respect to each
Fund and the management team is jointly and primarily responsible for the day-to-day
management of each Fund. The management team is comprised of various professional
investment personnel of the Advisor. The individuals on the management team that
have the most significant responsibility for the day-to-day management of each of
the Funds are Bruce H. Geller, Jeffrey C. Baker, Peter A. Gulli, and Donald S. Porter.
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Mr. Geller has served as the Advisors Chief Executive Officer since 2007. Mr. Baker has served has the Advisors Chief Investment Officer since 2007. Mr. Gulli joined the Advisor in 1999 and is a Senior Vice President. Mr. Porter joined the Advisor in 2005 and is a Senior Vice President. Each portfolio manager also serves as a sector analyst and is responsible for stock selection within their defined sectors and each carries the Certified Financial Analyst (CFA) designation.
The Funds SAI provides additional information about the portfolio managers compensation, other assets managed by the portfolio managers, and the portfolio managers ownership of securities in the Funds.
Board of Trustees
The Funds
are series portfolios of the Trust, an open-end management investment company organized
as a Delaware statutory trust on April 9, 2007. The All-Cap Value Fund and V2000
SmallCap Value Fund were each reorganized into the Trust on October 23, 2013 from
a series of DGHM Investment Trust, a Delaware statutory trust. The Trustees supervise
the operations of the Funds according to applicable state and federal law, and the
Trustees are responsible for the overall management of the Funds business
affairs.
Administrator and Transfer Agent
Commonwealth Fund Services, Inc. (CFS), the offices of which
are located at 8730 Stony Point Pkwy, Suite 205, Richmond, VA 23235, serves as Administrator
and Transfer Agent for the Trust. As administrator, CFS assists the Trust in the
performance of its administrative responsibilities to the Funds, coordinates the
services of each vendor of the Funds, and provides the Funds with certain administrative
and compliance services. In addition, CFS makes available the office space, equipment,
personnel, and facilities required to provide these services to the Funds.
As Transfer Agent, CFS provides transfer agency and dividend-disbursing services to the Funds. As indicated later in this Prospectus under the caption Investing in the Funds, the Transfer Agent handles orders to purchase and redeem shares of the Funds and disburses dividends paid by the Funds.
Distributor
First Dominion
Capital Corp. (the Distributor), the offices of which are located at 8730 Stony
Point Pkwy, Suite 205, Richmond, VA 23235, is the principal underwriter and distributor
of the Funds shares and serves as the Funds exclusive agent for the
distribution of the Funds shares. The Distributor may sell the Funds
shares to or through qualified securities dealers or other approved entities.
Each of the Funds has adopted Distribution Plans with respect to Investor Class and Class C shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to each of the Distribution Plans, the Funds compensate the Distributor for services rendered and expenses borne in connection with activities primarily intended to result in the sale of each Funds shares (this compensation is commonly referred to as 12b-1 fees). The Distribution Plans provide that the Funds will pay the annual rate of up to 0.25% of the average daily net assets of each Funds Investor Class shares and 1.00% of the average daily net assets of each Funds Class C shares for activities primarily intended to result in the sale of those shares. These activities include reimbursement to entities for providing distribution and
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shareholder servicing with respect to each Funds shares. The 0.25% fee for the Investor Class shares is a service fee. The 1.00% fee for the Class C shares is comprised of a 0.25% service fee and a 0.75% distribution fee. Because the 12b-1 fees are paid out of the Funds assets on an on-going basis, these fees, over time, will increase the cost of your investment and may cost you more than paying other types of sales charges. The Institutional Class Shares are sold without the imposition of 12b-1 fees.
The Distribution Plans, while primarily intended to compensate for shareholder services expenses, were adopted pursuant to Rule 12b-1 under the 1940 Act, and therefore may be used to pay for certain expenditures related to financing distribution related activities of the Funds.
Other Expenses
In addition
to the 12b-1 fees and the investment advisory fees, the Funds pay all expenses not
assumed by the Advisor, including, without limitation, the following: the fees and
expenses of its independent accountants and legal counsel; the costs of printing
and mailing to shareholders annual and semi-annual reports, proxy statements, prospectuses,
statements of additional information, and supplements thereto; the costs of printing
registration statements; bank transaction charges and custodians fees; any
proxy solicitors fees and expenses; filing fees; any federal, state, or local
income or other taxes; any interest; any membership fees of the Investment Company
Institute and similar organizations; fidelity bond and Trustees liability
insurance premiums; and any extraordinary expenses, such as indemnification payments
or damages awarded in litigation or settlements made.
Shareholder Servicing
The Funds have adopted a shareholder service plan for their Institutional Class,
Investor Class, and Class C shares. Under a shareholder services plan, the Funds
may pay an authorized firm up to 0.25% on an annualized basis of average daily net
assets attributable to its customers who are shareholders. For this fee, the authorized
firms may provide a variety of services, such as: 1) receiving and processing shareholder
orders; 2) performing the accounting for the shareholders account; 3) maintaining
retirement plan accounts; 4) answering questions and handling correspondence for
individual accounts; 5) acting as the sole shareholder of record for individual
shareholders; 6) issuing shareholder reports and transaction confirmations; 7) executing
daily investment sweep functions; and 8) furnishing investment advisory
services.
Because the Funds have adopted the shareholder services plan to compensate
authorized firms for providing the types of services described above, the Funds
believe the shareholder services plan is not covered by Rule 12b-1 under the 1940
Act, which relates to payment of distribution fees. The Funds, however, follow the
procedural requirements of Rule 12b-1 in connection with the implementation and
administration of each shareholder services plan.
An authorized firm generally
represents in a service agreement used in connection with the shareholder services
plan that all compensation payable to the authorized firm from its customers in
connection with the investment of their assets in the Funds will be disclosed by
the authorized firm to its customers. It also generally provides that all such compensation
will be authorized by the authorized firms customers.
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The Funds do not monitor the actual services being performed by an authorized firm under the plan and related service agreement. The Funds also do not monitor the reasonableness of the total compensation that an authorized firm may receive, including any service fee that an authorized firm may receive from the Funds and any compensation the authorized firm may receive directly from its clients.
For more information, please refer to the SAI.
Portfolio Holdings
A description
of the Funds policies and procedures with respect to the disclosure of the
Funds portfolio securities is available in the Funds SAI. Complete holdings
(as of the dates of such reports) are available in reports on Form N-Q and Form
N-CSR filed with the SEC.
Investing In the Funds
Purchase Options
The All-Cap
Value Fund and the V2000 SmallCap Value Fund offer Investor Class, Institutional
Class, and Class C shares through this Prospectus. MicroCap Value Fund offers Investor
Class and Institutional Class shares through this Prospectus. Fund shares may be
purchased by any account managed by the Advisor and any other institutional investor
or any broker-dealer authorized to sell shares in the Funds. The share classes available
to an investor may vary depending on how the investor wishes to purchase shares
of the Funds. The following is a summary of each share class.
Investor Class shares | |||
| No front-end sales charge or contingent deferred sales charge (CDSC). | ||
| Distribution and service plan (Rule 12b-1) fees of 0.25%. | ||
| $2,500 minimum investment for all account types. | ||
| $500 minimum additional investments ($100 for those participating in an automatic investment plan). | ||
| A Fund may, in the Advisors sole discretion, accept certain accounts with less than the minimum investment. | ||
| No maximum purchase per transaction. | ||
| No conversion feature. |
Institutional Class shares | |||
| No front-end sales charge or CDSC. | ||
| No distribution and service plan (Rule 12b-1) fees. | ||
| $100,000 minimum investment for all account types. |
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| $500 minimum additional investments ($100 for those participating in an automatic investment plan). | ||
| A Fund may, in the Advisors sole discretion, accept certain accounts with less than the minimum investment. | ||
| No maximum purchase per transaction. | ||
| No conversion feature. |
Class C shares (offered by All-Cap Value Fund and V2000 SmallCap Value Fund only) | |||
| No front-end sales charge. | ||
| A 1.00% CDSC on shares redeemed within one year of purchase. | ||
| Distribution and service plan (Rule 12b-1) fees of 1.00%. | ||
| $1,000 minimum investment for all account types. | ||
| $500 minimum additional investments ($100 for those participating in an automatic investment plan). | ||
| A Fund may, in the Advisors sole discretion, accept certain accounts with less than the minimum investment. | ||
| No maximum purchase per transaction. | ||
| Automatic conversion to Investor Class shares seven years after purchase. |
When you purchase shares of the Fund, you must choose a share class. If none is chosen, your investment will be made in the Investor Class shares. Further information is available free of charge by calling the Fund toll free at 1-800-653-2839.
Contingent Deferred Sales Charges
If you redeem your Class C shares within the first year of purchase you may be
subject to a CDSC. For example, if you purchased shares on January 31 of one year
and redeemed as of January 30 the next year you may be subject to the CDSC; however,
if you redeemed on January 31 of that next year you would not be subject to that
charge. The CDSC is imposed on the redemption proceeds according to the following
schedule:
Year of Redemption After Purchase | Contingent Deferred Sales Charge |
During 1 st year | 1.00% |
After First Year and all Subsequent Years | None |
The CDSC is calculated as a percentage of the NAV of the Class C shares at the time of purchase or redemption by first determining whichever value is lower and then multiplying that value by 1%. The CDSC will be paid to the Distributor for providing distribution-related services with respect to the sale of Class C shares of a Fund. The Distributor, as paying agent for the Funds, may pay all or a portion of the CDSC to the broker-dealers, banks, insurance companies, and other financial intermediaries that make Class C shares available in exchange for their services. The Distributor may also retain a portion of the CDSC.
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To determine if the CDSC applies to a particular redemption, the Funds redeem shares in the following order: (i) shares acquired by reinvestment of dividends and capital gains distributions; and then (ii) shares held for the longest period. Shares acquired through the reinvestment of dividends or distribution of capital gains will not be subject to a contingent deferred sales charge.
The CDSC imposed on Class C shares redeemed within the first year of purchase may be waived in certain circumstances. See Redeeming Shares - Contingent Deferred Sales Charge Waivers below. If you hold Class C shares for seven years, they will automatically convert to Investor Class shares, which are also offered in this Prospectus. Investor Class shares are subject to fees of 0.25% under the Distribution Plan. Purchases of Class C shares made on any day during a calendar month will age, for the purpose of conversion, one year at the close of business on the last day of that month in the following calendar year, and each subsequent year.
Contingent Deferred Sales Charge Waivers
The CDSC imposed on Class C shares may be waived in the following circumstances:
|
Permitted
exchanges of shares, except if shares acquired by exchange are then redeemed within
the period during which a CDSC would apply to the initial shares purchased.
|
||
|
Tax-free returns
of excess contributions to IRAs.
|
||
|
Redemption
upon the death or permanent disability of the shareholder if made within one year
of the death or the initial determination of permanent disability. The waiver is
available only for shares held at the time of death or initial determination of
permanent disability.
|
||
|
Redemptions
of Class C shares pursuant to a systematic withdrawal plan.
|
||
|
Mandatory
distributions from a tax-deferred retirement plan or IRA.
|
If you wish to request that a CDSC be waived for one of the reasons stated above, contact your broker-dealer, bank, insurance company, or other financial intermediary, or a Fund. Such waiver requests must be made at the time of redemption.
Reinstatement Privilege
If you
sell Class C shares of a Fund, you may reinvest some or all the proceeds in the
same share class within 90 days without a CDSC. Reinstated Class C shares will retain
their original cost and purchase date for purposes of the CDSC. This privilege can
only be used once per calendar year. If you want to use the reinstatement privilege,
contact your financial representative or broker-dealer.
Purchase and Redemption Price
Determining the Funds NAV
The price at which you purchase or redeem shares is based on the next calculation
of NAV after an order is received, subject to the order being accepted by the Funds
in good form. An order is considered to be in good form if it includes a complete
application and payment in full of the purchase
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amount. A Funds NAV per share is calculated by dividing the value of the Funds total assets, less liabilities (including Fund expenses, which are accrued daily), by the total number of outstanding shares of the Fund. The NAV per share of the Fund is normally determined at the time regular trading closes on the New York Stock Exchange (NYSE), currently 4:00 p.m. Eastern time, Monday through Friday, except when the NYSE closes earlier. A Fund does not calculate NAV on business holidays when the NYSE is closed. The NYSE is open for business every day other than weekends and the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. To the extent a Fund holds portfolio securities that trade in foreign markets or that are primarily listed on foreign exchanges that trade on weekends or other days when the Funds do not price their shares, the NAV of a Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees. In determining the value of each Funds total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. The Funds normally use third-party pricing services to obtain market quotations. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using a Funds normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Trustees. Fair value pricing may be used, for example, in situations where (i) a portfolio security, such as a small-cap or mid-cap stock, is so thinly traded that there have been no transactions for that stock over an extended period; (ii) the exchange on which the portfolio security is principally traded closes early; or (iii) trading of the particular portfolio security is halted during the day and does not resume prior to a Funds NAV calculation. Pursuant to policies adopted by the Trustees, the Advisor consults with the Administrator on a regular basis regarding the need for fair value pricing. The Advisor is responsible for notifying the Administrator when it believes that fair value pricing is required for a security. The Funds policies regarding fair value pricing are intended to result in a calculation of each Funds NAV that fairly reflects portfolio security values as of the time of pricing. A portfolio securitys fair value price may differ from the price next available for that portfolio security using the Funds normal pricing procedures. If such fair value price differs from the price that would have been determined using the Funds normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the security were priced using the Funds normal pricing procedures. The performance of the Funds may also be affected if a portfolio securitys fair value price were to differ from the securitys price using the Funds normal pricing procedures. The Funds may also be unable to receive the portfolio securitys fair value if the Funds should sell the security. The Trustees monitor and evaluate the Funds use of fair value pricing, and periodically review the results of any fair valuation under the Funds policies.
Other Matters
Purchases and redemptions
of shares of the same class by the same shareholder on the same day will be netted
for a Fund. All redemption requests will be processed and payment with respect thereto
will normally be made within seven days after tender. A Fund may suspend redemptions,
if permitted by
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the 1940 Act, for any period during which the NYSE is closed or during which trading is restricted by the SEC or if the SEC declares that an emergency exists. Redemptions may also be suspended during other periods permitted by the SEC for the protection of a Funds shareholders. Additionally, during drastic economic and market changes, telephone redemption privileges may be difficult to implement.
Exchange Privileges
To the extent
that the Advisor manages other Funds in the Trust, you may exchange your shares
of a Fund for shares of the same class of any other Fund managed by the Advisor
which are offered for sale in the state in which you reside. Any such exchange will
be made at NAV. Prior to making an investment decision or giving us your instructions
to exchange shares, please read the prospectus for the Fund in which you wish to
invest.
If you wish to exchange shares of your Fund, please call toll free 1-800-653-2839 for instructions to authorize any such exchange. You may be instructed to direct the Fund to exchange such shares in writing and will be asked to provide information such as your account number, number of shares to be exchanged, the name of the Fund to which the exchange will take place and a statement as to whether the exchange is a full or partial redemption of your existing shares.
The Trustees reserve the right to suspend, terminate, or amend the terms of the exchange privileges upon prior written notice to the shareholders.
How to Buy Shares
You may purchase shares of the Funds through Financial Intermediaries, such as fund
supermarkets or through brokers or dealers who are authorized by the Distributor
to sell shares of the Fund (collectively, Financial Intermediaries). You may also
purchase shares directly from the Distributor. You may request a copy of this prospectus
by calling toll free at 1-800-653-2839. Financial Intermediaries who offer Investor
Class shares, Class C shares, or Institutional Class shares may require the payment
of fees from their individual clients, which may be different from those described
in this prospectus. For example, Financial Intermediaries may charge transaction
fees or set different minimum investment amounts. Financial Intermediaries may also
have policies and procedures that are different from those contained in this prospectus.
Investors should consult their Financial Intermediary regarding its procedures for
purchasing and selling shares of the Funds as the policies and procedures may be
different. The price you pay for a share of a Fund is the NAV next determined upon
receipt by the Transfer Agent or Financial Intermediary. Each Fund will be deemed
to have received your purchase or redemption order when the Financial Intermediary
receives the order. Such Financial Intermediaries are authorized to designate other
Financial Intermediaries to receive purchase and redemption orders on the Funds behalf.
Certain Financial Intermediaries may have agreements with the Funds that allow the intermediary to enter confirmed purchase and redemption orders on behalf of clients and customers. Under this arrangement, the Financial Intermediary must send your payment to the Funds by the time the Funds price their shares on the following business day.
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The Funds are not responsible for ensuring that a Financial Intermediary carries out its obligations. You should look to the Financial Intermediary through whom you wish to invest for specific instructions on how to purchase or redeem shares of the Funds.
Minimum investments . The minimum initial investment in each series portfolio of the Trust the All-Cap Value Fund, the V2000 SmallCap Value Fund and the MicroCap Value Fund (each a Fund and collectively the Funds) is $2,500 for the Investor Class shares, $100,000 for the Institutional Class shares and $1,000 for the Class C shares. For each share class, the subsequent investment is $500, except for shares purchased through an automatic investment plan.
Small Account Balances . If the value of your account falls below the minimum account balance of $1,000, the Funds may ask you to increase your balance. If the account value is still below this balance after 60 days, the Funds may close your account and send you the proceeds. The Fund will not close your account if it falls below this amount solely as a result of Fund performance. Please check with your Financial Intermediary concerning required minimum account balances. You should note that should such a redemption occur with regards to a non-retirement account, such redemption would be subject to taxation. Please refer to the section entitled Dividends, Distributions & Taxes below.
Proper Form . Your order to buy shares is in proper form when your completed and signed account application and check or wire payment is received. Your written request to sell or exchange shares is in proper form when written instructions signed by all registered owners, with a signature guarantee if necessary, is received by the Fund.
Customer Identification Program . Federal regulations require that the Trust obtain certain personal information about you when opening a new account. As a result, the Trust must obtain the following information for each person that opens a new account:
|
Name; | ||
|
Date of birth (for individuals); | ||
|
Residential or business street address (although post office boxes are still permitted for mailing); and | ||
|
Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
After an account is opened, the Trust may restrict your ability to purchase additional shares until your identity is verified. The Trust also may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time.
If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
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Purchases by Mail . For initial purchases, the account application, which accompanies this prospectus, should be completed, signed and mailed to Commonwealth Fund Services, Inc., the Funds transfer agent and dividend disbursing agent (Transfer Agent), at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 together with your check payable to the Fund. When you buy shares, be sure to specify the class of shares in which you choose to invest. For subsequent purchases, include with your check the tear-off stub from a prior purchase confirmation or otherwise identify the name(s) of the registered owner(s) and social security number(s).
Purchases by Wire . You may purchase shares by requesting your bank to transmit by wire directly to the Transfer Agent. To invest by wire, please call the Fund toll free at 1-800-653-2839 or the Transfer Agent at 1-800 628-4077 to advise the Trust of your investment and to receive further instructions. Your bank may charge you a small fee for this service. Once you have arranged to purchase shares by wire, please complete and mail the account application promptly to the Transfer Agent. This account application is required to complete the Funds records. You will not have access to your shares until the purchase order is completed in good form, which includes the receipt of completed account information by the Transfer Agent. Once your account is opened, you may make additional investments using the wire procedure described above. Be sure to include your name and account number in the wire instructions you provide your bank.
Purchases by Telephone . You may also purchase shares by telephone, by contacting the Fund toll free at 1-800-653-2839 or the Transfer Agent at 1-800 628-4077.
Other Purchase Information . You may purchase and redeem Fund shares, or exchange shares by telephoning toll free at 1-800-628-4077. Brokers may charge transaction fees for the purchase or sale of the Funds shares, depending on your arrangement with the broker.
How to Sell Shares
You may redeem your shares of the Funds at any time and in any amount by contacting
your Financial Intermediary or by contacting the Fund by mail or telephone. For
your protection, the Transfer Agent will not redeem your shares until it has received
all information and documents necessary for your request to be considered in proper
order. The Transfer Agent will promptly notify you if your redemption request is
not in proper order. The Transfer Agent cannot accept redemption requests which
specify a particular date for redemption or which specify any special conditions.
The Funds procedure is to redeem shares at the NAV next determined after the Transfer Agent or authorized Financial Intermediary receives the redemption request in proper order. Payment of redemption proceeds will be made promptly, as instructed by check, wire or automated clearing house (ACH) but no later than the seventh calendar day following the receipt of the request in proper order. The Funds may suspend the right to redeem shares for any period during which the NYSE is closed or the SEC determines that there is an emergency. In such circumstances, you may withdraw your redemption request or permit your request to be held for processing after the suspension is terminated.
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Each Fund typically expects to meet redemption requests through cash holdings or cash equivalents and anticipates using these types of holdings on a regular basis. The Funds typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form: (i) for payment by check, the Funds typically expect to mail the check within two business days; and (ii) for payment by wire or ACH, the Funds typically expect to process the payment within two business days. Payment of redemption proceeds may take up to seven days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Funds may suspend the right of redemption or delay payment of redemption proceeds for more than seven days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
To the extent cash holdings or cash equivalents are not available to meet redemption requests, each Fund will meet redemption requests by selling portfolio assets. In addition, if a Fund determines that it would be detrimental to the best interest of the Funds remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution-in-kind of readily marketable securities.
If you sell your shares through a securities dealer or investment professional, it is such persons responsibility to transmit the order to the Funds in a timely fashion. Any loss to you resulting from failure to do so must be settled between you and such person.
Delivery of the proceeds of a redemption of shares purchased and paid for by check shortly before the receipt of the redemption request may be delayed until the Fund determines that the Transfer Agent has completed collection of the purchase check, which may take up to 15 days. Also, payment of the proceeds of a redemption request for an account for which purchases were made by wire may be delayed until the Fund receives a completed account application for the account to permit the Fund to verify the identity of the person redeeming the shares and to eliminate the need for backup withholding.
Redemption By Mail . To redeem shares by mail, send a written request for redemption, signed by the registered owner(s) exactly as the account is registered, to:
[Insert
Name of Fund and Class of Shares]
c/o Commonwealth Fund Services, Inc.
8730
Stony Point Parkway, Suite 205
Richmond, Virginia 23235
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Certain written requests to redeem shares may require signature guarantees. For example, signature guarantees may be required if you sell a large number of shares, if your address of record on the account application has been changed within the last 30 days, or if you ask that the proceeds be sent to a different person or address. Signature guarantees are used to help protect you and the Fund. You can obtain a signature guarantee from most banks or securities dealers, but not from a Notary Public. Please call the Transfer Agent toll free at 1-800-628-4077 to learn if a signature guarantee is needed or to make sure that it is completed appropriately in order to avoid any processing delays. There is no charge to shareholders for redemptions by mail.
Redemption By Telephone . You may redeem your shares by telephone provided that you requested this service on your initial account application. If you request this service at a later date, you must send a written request along with a signature guarantee to the Transfer Agent. Once your telephone authorization is in effect, you may redeem shares by calling the Transfer Agent toll free at 1-800-628-4077. There is no charge to shareholders for redemptions by telephone. If it should become difficult to reach the Transfer Agent by telephone during periods when market or economic conditions lead to an unusually large volume of telephone requests, a shareholder may send a redemption request by overnight mail to the Transfer Agent at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.
Redemption By Wire . If you request that your redemption proceeds be wired to you, please call your bank for instructions prior to writing or calling the Transfer Agent. Be sure to include your name, the Funds name, the Funds account number, your account number at your bank and wire information from your bank in your request to redeem by wire.
The Funds will not be responsible for any
losses resulting from unauthorized transactions (such as purchases, sales or exchanges)
if it follows reasonable security procedures designed to verify the identity of
the investor. You should verify the accuracy of your confirmation statements immediately
after you receive them. There is no charge to shareholders for redemptions by wire.
Redemption in Kind
. The Funds typically expects to satisfy requests by
using holdings of cash or cash equivalents or selling portfolio assets. On a less
regular basis, and if the Adviser believes it is in the best interest of a Fund
and its shareholders not to sell portfolio assets, each Fund may satisfy redemption
requests by using short-term borrowing from the Funds custodian to the extent
such arrangements are in place with the custodian. These methods normally will be
used during both regular and stressed market conditions. In addition to paying redemption
proceeds in cash, the Fund reserves the right to make payment for a redemption in
securities rather than cash, which is known as a redemption in kind.
While each Fund does not intend, under normal circumstances, to redeem its shares
by payment in kind, it is possible that conditions may arise in the future which
would, in the opinion of the Trustees, make it undesirable for the Fund to pay for
all redemptions in cash. In such a case, the Trustees may authorize payment to be
made in readily marketable portfolio securities of the Fund. Securities delivered
in payment of redemptions would be valued at the same value assigned to them in
computing the Funds NAV per share. Shareholders receiving them may incur brokerage
costs when these securities are sold and will be subject to market risk until such
securities are sold. An irrevocable election has been filed under Rule 18f-1 of
the 1940 Act, wherein the Fund must pay redemptions in cash, rather than in kind,
to any shareholder of record of the Fund who redeems during any 90-day
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period, the lesser of (a) $250,000 or (b) 1% of the Funds net asset value at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Funds election.
Systematic Withdrawal Plan
A shareholder
who owns shares of a Fund valued at $2,000 or more at the current offering price
may establish a Systematic Withdrawal Plan to receive a monthly or quarterly check
in a stated amount (not less than $100). Each month or quarter, as specified, a
Fund will automatically redeem sufficient shares from your account to meet the specified
withdrawal amount. The shareholder may establish this service whether dividends
and distributions are reinvested in shares of a Fund or paid in cash. Call or write
the Fund for an application form.
Signature Guarantees
To protect
your account and the Funds from fraud, signature guarantees may be required to ensure
that you are the person who has authorized a change in registration or standing
instructions for your account. Signature guarantees are generally required for (i)
change of registration requests; (ii) requests to establish or to change exchange
privileges or telephone and bank wire redemption service other than through your
initial account application; (iii) transactions where proceeds from redemptions,
dividends, or distributions are sent to an address or financial institution differing
from the address or financial institution of record; and (iv) redemption requests
in excess of $50,000. Signature guarantees are acceptable from a member bank of
the Federal Reserve System, a savings and loan institution, credit union (if authorized
under state law), registered broker-dealer, securities exchange, or association
clearing agency and must appear on the written request for change of registration,
establishment or change in exchange privileges, or redemption request.
Miscellaneous
Each Fund reserves
the right to (i) refuse to accept any request to purchase shares of a Fund for any
reason; (ii) suspend any redemption request involving recently purchased shares
until the check for the recently purchased shares has cleared; and (iii) suspend
its offering of shares at any time.
Frequent Purchases and Redemptions
Frequent purchases and redemptions (Frequent Trading) of shares
of a Fund may present a number of risks to other shareholders of the Fund. These
risks may include, among other things, dilution in the value of shares of a Fund
held by long-term shareholders, interference with the efficient management by the
Advisor of the Funds portfolio holdings, and increased brokerage and administration
costs. Due to the potential of a thin market for a Funds small-cap and mid-cap
portfolio securities, as well as overall adverse market, economic, political, or
other conditions affecting the sale price of portfolio securities, the Funds could
face untimely losses as a result of having to sell portfolio securities prematurely
to meet redemptions. Current shareholders of the Funds may face unfavorable impacts
as small-cap and mid-cap securities may be more volatile than securities for larger,
more established companies and it may be more difficult to sell a significant amount
of shares to meet redemptions in a limited market. Current shareholders of the Funds
may also face unfavorable impacts as portfolio
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securities concentrated in certain sectors may be more volatile than investments across broader ranges of industries as sector-specific market or economic developments may make it more difficult to sell a significant amount of shares at favorable prices to meet redemptions. Frequent Trading may also increase portfolio turnover, which may result in increased capital gains taxes for shareholders of the Funds.
The MicroCap Value Fund will assess a 1.00% redemption fee of Investor Class and Institutional Class shares of the Fund redeemed within 60 days of purchase as a percentage of amount redeemed. The Administrator may, in consultation with the Chief Compliance Officer of the Trust, waive the 1.00% redemption fee applicable to the MicroCap Value Fund. The redemption fee is deducted from your proceeds and is retained by the Fund for the benefit of long-term shareholders. The first in-first out (FIFO) method is used to determine the holding period; this means that if you purchase shares on different days, the shares you held longest will be redeemed first for purposes of determining whether the redemption fee applies. The fee does not apply to Fund shares acquired through the reinvestment of dividends and the Automatic Investment Plan or shares redeemed through the Systematic Withdrawal Program. The MicroCap Value Fund reserves the right to change the terms and amount of this fee upon at least a 60-day notice to shareholders.
The Trustees have adopted a policy that is intended to identify and discourage Frequent Trading by shareholders of the Funds under which the Trusts Chief Compliance Officer and Transfer Agent will monitor Frequent Trading through the use of various surveillance techniques. Under these policies and procedures, shareholders may not engage in more than four round-trips (a purchase and sale or an exchange in and then out of a Fund) within a rolling twelve-month period. Shareholders exceeding four round-trips will be investigated by the Funds and possibly restricted from making additional investments in the Funds. The intent of the policies and procedures is not to inhibit legitimate strategies, such as asset allocation, dollar cost averaging or similar activities that may nonetheless result in Frequent Trading of Fund shares. The Funds reserve the right to reject any exchange or purchase of Fund shares with or without prior notice to the account holder. In the event the foregoing purchase and redemption patterns occur, it shall be the policy of the Trust that the shareholders account and any other account with the Funds under the same taxpayer identification number shall be precluded from investing in the Funds (including investment that are part of an exchange transaction) for such time period as the Trust deems appropriate based on the facts and circumstances (including, without limitation, the dollar amount involved and whether the Investor has been precluded from investing in the Funds before); provided that such time period shall be at least 30 calendar days after the last redemption transaction. The above policies shall not apply if the Trust determines that a purchase and redemption pattern is not a Frequent Trading pattern or is the result of inadvertent trading errors.
These policies and procedures will be applied uniformly to all shareholders and the Funds will not accommodate market timers.
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The policies also apply to any account, whether an individual account or accounts with Financial Intermediaries such as investment advisers, broker dealers or retirement plan administrators, commonly called omnibus accounts, where the intermediary holds Fund shares for a number of its customers in one account. Omnibus account arrangements permit multiple investors to aggregate their respective share ownership positions and purchase, redeem and exchange Fund shares without the identity of the particular shareholder(s) being known to the Funds. Accordingly, the ability of the Funds to monitor and detect Frequent Trading activity through omnibus accounts is very limited and there is no guarantee that the Funds will be able to identify shareholders who may be engaging in Frequent Trading through omnibus accounts or to curtail such trading. However, the Funds will establish information sharing agreements with intermediaries as required by Rule 22c-2 under the 1940 Act that may require sharing of information about you and your account, and otherwise use reasonable efforts to work with intermediaries to identify excessive short-term trading in underlying accounts.
If the Funds identify that excessive short-term trading is taking place in a participant-directed employee benefit plan account, the Funds or their Advisor or Transfer Agent will contact the plan administrator, sponsor or trustee to request that action be taken to restrict such activity. However, the ability to do so may be constrained by regulatory restrictions or plan policies. In such circumstances, it is generally not the policy of the Funds to close the account of an entire plan due to the activity of a limited number of participants. However, the Funds will take such actions as deemed appropriate in light of all the facts and circumstances.
The Funds policies provide for ongoing assessment of the effectiveness of current policies and surveillance tools, and the Trustees reserves the right to modify these or adopt additional policies and restrictions in the future. Shareholders should be aware, however, that any surveillance techniques currently employed by the Funds or other techniques that may be adopted in the future, may not be effective, particularly where the trading takes place through certain types of omnibus accounts. As noted above, if the Funds are unable to detect and deter trading abuses, the Funds performance, and its long-term shareholders, may be harmed. In addition, shareholders may be harmed by the extra costs and portfolio management inefficiencies that result from Frequent Trading, even when the trading is not for abusive purposes.
Other Important Investment Information
Dividends, Distributions and Taxes
The following information is meant as a general summary of the
federal income tax provisions regarding the taxation of the shareholders. Additional
tax information appears in the SAI. Shareholders should rely on their own tax advisors
for advice about federal, state, and local tax consequences of investing in the
Funds.
Each Fund will distribute all or substantially all its net investment income and net realized capital gains to its shareholders at least annually. Shareholders may elect to take in cash or reinvest in additional Fund shares any dividends from net investment income or capital gains distributions. Although a Fund is not taxed on amounts it distributes, shareholders will generally be taxed on distributions, regardless
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of whether distributions are paid by the Funds in cash or are reinvested in additional Fund shares. Distributions to non-corporate investors attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders as qualified dividend income at long-term capital gains rates provided certain holding period requirements are satisfied. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long a shareholder has held Fund shares. Distributions may be subject to state and local taxes, as well as federal taxes.
Taxable distributions paid by the Funds to corporate shareholders will be taxed at corporate tax rates. Corporate shareholders may be entitled to a dividends received deduction (DRD) for a portion of the dividends paid and designated by the Funds as qualifying for the DRD provided certain holding period requirements are met.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term, depending upon the shareholders holding period for the Funds shares, provided that any loss recognized on the sale of Fund shares held for six months or less will be treated as long-term capital loss to the extent of capital gain dividends received with respect to such shares. An exchange of shares may be treated as a sale and any gain may be subject to tax.
As with all mutual funds, the Funds may be required to withhold U.S. federal income tax (presently at the rate of 24%) on all taxable distributions payable to shareholders who fail to provide a Fund with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Shareholders should consult with their own tax advisors to ensure distributions and sale of Fund shares are treated appropriately on their income tax returns.
Cost Basis Reporting
Federal law
requires that mutual fund companies report their shareholders cost basis,
gain/loss, and holding period to the IRS on the Funds shareholders Consolidated
Form 1099s when covered securities are sold. Covered securities are
any regulated investment company and/or dividend reinvestment plan shares acquired
on or after January 1, 2012. The Funds have chosen average cost as their standing
(default) tax lot identification method for all shareholders. A tax lot identification
method is the way the Funds will determine which specific shares are deemed to be
sold when there are multiple purchases on different dates at differing NAVs, and
the entire position is not sold at one time. The Funds standing tax lot identification
method is the method covered shares will be reported on your Consolidated Form 1099
if you do not select a specific tax lot identification method. You may choose a
method different than the Funds standing method and will be able to do so
at the time of your purchase or upon the sale of covered shares. Please refer to
the appropriate Internal Revenue Service regulations or consult your tax advisor
with regard to your personal circumstances.
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For those securities defined as covered under current IRS cost basis tax reporting regulations, the Funds are responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. The Funds are not responsible for the reliability or accuracy of the information for those securities that are not covered. The Funds and their service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.
Financial Highlights
The financial highlights tables on the following pages are intended to help you
understand the financial performance of the Institutional and Investor Class shares
of the Funds and the Class C shares of the All-Cap Value Fund, for the past five
years (or since inception in the case of the MicroCap Value Fund). Certain information
reflects financial results for a single share of the Funds. The total returns in
the tables represent the rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). The financial
highlights for the periods beginning on February 29, 2016, have been audited by
Cohen & Company, Ltd., independent registered public accounting firm, whose
unqualified report thereon, along with the Funds financial statements, are
included in the Funds Annual Report to Shareholders (the Annual Report) and is incorporated by reference into the SAI. Prior to February 29, 2016,
the Funds financial highlights were audited by the Funds prior independent
registered public accounting firm. Copies of the Annual Report and the SAI may be
obtained at no charge by calling toll free 1-800-653-2839.
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|
||||||||||||||||||||
Investor Class Shares | ||||||||||||||||||||
|
|
|
||||||||||||||||||
Year ended
February 28, |
Year ended | Year ended February 28, | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
2018 | 2017 | February 29, 2016 | 2015 | 2014 | ||||||||||||||||
|
|
|||||||||||||||||||
Net asset value, beginning of year |
$ | 8.78 | $ | 7.13 | $ | 12.42 | $ | 13.64 | $ | 11.79 | ||||||||||
|
|
|||||||||||||||||||
Investment activities |
||||||||||||||||||||
Net investment income (loss) (A) |
0.02 | 0.05 | 0.05 | 0.03 | 0.02 | |||||||||||||||
Net realized and unrealized gain (loss) on investments |
0.36 | 2.22 | (1.75) | 1.20 | 3.21 | |||||||||||||||
|
|
|||||||||||||||||||
Total from investment activities |
0.38 | 2.27 |
|
(1.70) | 1.23 | 3.23 | ||||||||||||||
|
|
|||||||||||||||||||
Distributions |
||||||||||||||||||||
Net investment income |
| (0.18 |
)
|
| (0.16 |
)
|
| |||||||||||||
Net realized gain |
(1.40 |
)
|
(0.44 |
)
|
(3.59 |
)
|
(2.29 |
)
|
(1.38 |
)
|
||||||||||
|
|
|||||||||||||||||||
Total distributions |
(1.40 |
)
|
(0.62 |
)
|
(3.59 |
)
|
(2.45 |
)
|
(1.38 |
)
|
||||||||||
|
|
|||||||||||||||||||
Net asset value, end of year |
$ | 7.76 | $ | 8.78 | $ | 7.13 | $ | 12.42 | $ | 13.64 | ||||||||||
|
|
|||||||||||||||||||
Total Return |
4.07% | 31.94% | (15.65% |
)
|
9.64% | 27.91% | ||||||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||
Ratio to average net assets |
||||||||||||||||||||
Expenses, gross |
2.03% | 1.97% | 1.71% | 1.50% | 1.60% | |||||||||||||||
Expenses, net of management fee waivers |
1.50% | 1.52% | 1.71% | 1.50% | 1.60% | |||||||||||||||
Net investment income (loss) |
0.24% | 0.62% | 0.46% | 0.21% | 0.17% | |||||||||||||||
Portfolio
turnover rate
|
46.49% | 55.80% | 49.92% | 37.91% | 40.36% | |||||||||||||||
Net assets,
end of year (000s)
|
$ | 5,075 | $ | 8,875 | $ | 10,298 | $ | 23,787 | $ | 31,893 | ||||||||||
(A)
Per share amounts calculated using the average number of shares outstanding
throughout the year.
|
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DGHM ALL-CAP VALUE FUND | |
FINANCIAL HIGHLIGHTS | |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR | |
Class C Shares | ||||||||||||||||||||
Year ended February 28, | Year ended | Year ended February 28, | ||||||||||||||||||
2018 | 2017 | February 29, 2016 | 2015 | 2014 | ||||||||||||||||
Net asset value, beginning of year | $ | 8.02 | $ | 6.56 | $ | 11.82 | $ | 13.11 | $ | 11.47 | ||||||||||
Investment activities | ||||||||||||||||||||
Net investment income (loss) (A) |
(0.03 | ) | | (B) | (0.02 | ) | (0.07 | ) | (0.07 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments |
0.33 | 2.04 | (1.65 | ) | 1.16 | 3.09 | ||||||||||||||
Total from investment activities |
0.30 | 2.04 | (1.67 | ) | 1.09 | 3.02 | ||||||||||||||
Distributions | ||||||||||||||||||||
Net investment income |
| (0.14 | ) | | (0.09 | ) | | |||||||||||||
Net realized gain |
(1.40 | ) | (0.44 | ) | (3.59 | ) | (2.29 | ) | (1.38 | ) | ||||||||||
Total distributions |
(1.40 | ) | (0.58 | ) | (3.59 | ) | (2.38 | ) | (1.38 | ) | ||||||||||
Net asset value, end of year | $ | 6.92 | $ | 8.02 | $ | 6.56 | $ | 11.82 | $ | 13.11 | ||||||||||
Total Return | 3.42% | 31.17% | (16.24% | ) | 8.91% | 26.83% | ||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Ratio to average net assets | ||||||||||||||||||||
Expenses, gross |
2.74% | 2.63% | 2.38% | 2.21% | 2.34% | |||||||||||||||
Expenses, net of management fee waivers |
2.10% | 2.13% | 2.38% | 2.21% | 2.34% | |||||||||||||||
Net investment income (loss) |
(0.36% | ) | 0.01% | (0.21% | ) | (0.50% | ) | (0.57% | ) | |||||||||||
Portfolio turnover rate | 46.49% | 55.80% | 49.92% | 37.91% | 40.36% | |||||||||||||||
Net assets, end of year (000s) | $ | 1,736 | $ | 2,393 | $ | 2,740 | $ | 5,859 | $ | 5,606 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the year. |
(B) | Less than $0.01 per share |
52
Dalton,
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DGHM Funds Prospectus (June 28, 2018) |
|
DGHM ALL-CAP VALUE FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR |
Institutional Class Shares | ||||||||||||||||||||
Year ended February 28, | Year ended | Year ended February 28, | ||||||||||||||||||
2018 | 2017 | February 29, 2016 | 2015 | 2014 | ||||||||||||||||
Net asset value, beginning of year | $ | 8.79 | $ | 7.15 | $ | 12.40 | $ | 13.62 | $ | 11.75 | ||||||||||
Investment activities | ||||||||||||||||||||
Net investment income (loss) (A) |
0.06 | 0.08 | 0.10 | 0.07 | 0.07 | |||||||||||||||
Net realized and unrealized gain (loss) on investments |
0.36 | 2.23 | (1.76 | ) | 1.20 | 3.18 | ||||||||||||||
Total from investment activities |
0.42 | 2.31 | (1.66 | ) | 1.27 | 3.25 | ||||||||||||||
Distributions | ||||||||||||||||||||
Net investment income |
| (0.23 | ) | | (0.20 | ) | | |||||||||||||
Net realized gain |
(1.40 | ) | (0.44 | ) | (3.59 | ) | (2.29 | ) | (1.38 | ) | ||||||||||
Total distributions |
(1.40 | ) | (0.67 | ) | (3.59 | ) | (2.49 | ) | (1.38 | ) | ||||||||||
Net asset value, end of year | $ | 7.81 | $ | 8.79 | $ | 7.15 | $ | 12.40 | $ | 13.62 | ||||||||||
Total Return | 4.52% | 32.44% | (15.31% | ) | 10.00% | 28.18% | ||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Ratio to average net assets | ||||||||||||||||||||
Expenses, gross |
1.79% | 1.64% | 1.30% | 1.19% | 1.27% | |||||||||||||||
Expenses, net of management fee waivers |
1.10% | 1.13% | 1.30% | 1.19% | 1.27% | |||||||||||||||
Net investment income (loss) |
0.65% | 1.00% | 0.87% | 0.51% | 0.50% | |||||||||||||||
Portfolio turnover rate | 46.49% | 55.80% | 49.92% | 37.91% | 40.36% | |||||||||||||||
Net assets, end of year (000s) | $ | 2,888 | $ | 3,945 | $ | 7,229 | $ | 24,271 | $ | 29,085 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the year. |
53
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
|
DGHM V2000 SMALLCAP VALUE FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR |
Investor Class Shares | ||||||||||||||||||||
Year ended February 28, | Year ended | Year ended February 28, | ||||||||||||||||||
2018 | 2017 | February 29, 2016 | 2015 | 2014 | ||||||||||||||||
Net asset value, beginning of year | $ | 12.61 | $ | 9.65 | $ | 10.80 | $ | 10.38 | $ | 8.65 | ||||||||||
Investment activities | ||||||||||||||||||||
Net investment income (loss) (A) |
0.10 | 0.03 | 0.03 | | (B) | 0.03 | ||||||||||||||
Net realized and unrealized gain (loss) on investments |
0.22 | 2.99 | (1.18 | ) | 0.43 | 2.13 | ||||||||||||||
Total from investment activities |
0.32 | 3.02 | (1.15 | ) | 0.43 | 2.16 | ||||||||||||||
Distributions | ||||||||||||||||||||
Net investment income |
| (0.06 | ) | | | (0.32 | ) | |||||||||||||
Net realized gains |
(0.54 | ) | | | (0.01 | ) | (0.11 | ) | ||||||||||||
Total distributions |
(0.54 | ) | (0.06 | ) | | (0.01 | ) | (0.43 | ) | |||||||||||
Net asset value, end of year | $ | 12.39 | $ | 12.61 | $ | 9.65 | $ | 10.80 | $ | 10.38 | ||||||||||
Total Return | 2.37% | 31.30% | (10.65% | ) | 4.14% | 25.12% | ||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Ratio to average net assets |
||||||||||||||||||||
Expenses, gross |
1.92% | 1.63% | 2.18% | 2.28% | 7.59% | |||||||||||||||
Expenses, net of legal and compliance fees |
||||||||||||||||||||
waivers before management fee waivers |
1.92% | 1.63% | 2.18% | 2.28% | 6.77% | |||||||||||||||
Expenses, net of all waivers |
1.40% | 1.40% | 1.40% | 1.40% | 1.53% | |||||||||||||||
Net investment income (loss) |
0.82% | 0.25% | 0.32% | 0.03% | 0.26% | |||||||||||||||
Portfolio turnover rate | 51.15% | 36.01% | 38.37% | 54.06% | 41.45% | |||||||||||||||
Net assets, end of year (000s) | $ | 201 | $ | 602 | $ | 225 | $ | 357 | $ | 318 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the year. |
(B) | Less than $0.01 per share. |
54
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
|
DGHM V2000 SMALLCAP VALUE FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR |
Institutional Class Shares | ||||||||||||||||||||
Year ended February 28, | Year ended | Year ended February 28, | ||||||||||||||||||
2018 | 2017 | February 29, 2016 | 2015 | 2014 | ||||||||||||||||
Net asset value, beginning of year | $ | 13.44 | $ | 10.24 | $ | 11.48 | $ | 11.02 | $ | 8.88 | ||||||||||
Investment activities | ||||||||||||||||||||
Net investment income (loss) (A) |
0.13 | 0.08 | 0.08 | 0.05 | 0.08 | |||||||||||||||
Net realized and unrealized gain (loss) on investments |
0.27 | 3.19 | (1.27 | ) | 0.47 | 2.17 | ||||||||||||||
Total from investment activities |
0.40 | 3.27 | (1.19 | ) | 0.52 | 2.25 | ||||||||||||||
Distributions | ||||||||||||||||||||
Net investment income |
(0.19 | ) | (0.07 | ) | (0.05 | ) | (0.05 | ) | | |||||||||||
Net realized gains |
(0.54 | ) | | | (0.01 | ) | (0.11 | ) | ||||||||||||
Total distributions |
(0.73 | ) | (0.07 | ) | (0.05 | ) | (0.06 | ) | (0.11 | ) | ||||||||||
Net asset value, end of year | $ | 13.11 | $ | 13.44 | $ | 10.24 | $ | 11.48 | $ | 11.02 | ||||||||||
Total Return | 2.77% | 31.97% | (10.38% | ) | 4.75% | 25.33% | ||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Ratio to average net assets | ||||||||||||||||||||
Expenses, gross |
1.30% | 1.28% | 1.70% | 1.68% | 4.62% | |||||||||||||||
Expenses, net of legal and compliance fees |
||||||||||||||||||||
waivers before management fee waivers |
1.30% | 1.28% | 1.70% | 1.68% | 3.80% | |||||||||||||||
Expenses, net of all waivers |
0.98% | 0.98% | 0.98% | 0.98% | 1.01% | |||||||||||||||
Net investment income (loss) |
0.93% | 0.67% | 0.74% | 0.45% | 0.78% | |||||||||||||||
Portfolio turnover rate | 51.15% | 36.01% | 38.37% | 54.06% | 41.45% | |||||||||||||||
Net assets, end of year (000s) | $ | 51,365 | $ | 60,791 | $ | 21,687 | $ | 13,549 | $ | 7,265 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the year. |
55
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
|
DGHM MICROCAP VALUE FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Institutional Class | |||||||||
Year ended | Period June 1, 2016 (B) | ||||||||
February 28, 2018 | to February 28, 2017 | ||||||||
Net asset value, beginning of period | $ | 12.20 | $ | 10.00 | |||||
Investment activities | |||||||||
Net investment income (loss) (A) |
0.02 | 0.02 | |||||||
Net realized and unrealized gain (loss) on investments |
1.08 | 2.22 | |||||||
Total from investment activities |
1.10 | 2.24 | |||||||
Distributions | |||||||||
Net investment income |
(0.04 | ) | (0.04 | ) | |||||
Net realized gains |
(1.44 | ) | | ||||||
Total distributions |
(1.48 | ) | (0.04 | ) | |||||
Net asset value, end of period | $ | 11.82 | $ | 12.20 | |||||
Total Return | 8.50 | % | 22.36% | ** | |||||
Ratios/Supplemental Data | |||||||||
Ratio to average net assets | |||||||||
Expenses, gross |
1.70 | % | 1.58% | * | |||||
Expenses, net of management fee waivers |
1.19 | % | 1.19% | * | |||||
Net investment income (loss) |
0.15 | % | 0.29% | * | |||||
Portfolio turnover rate | 50.99 | % | 34.16% | ** | |||||
Net assets, end of period (000s) | $ | 24,106 | $ | 22,931 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the period. |
(B) | Inception date |
*Annualized | |
**Not Annualized |
56
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
|
DGHM MICROCAP VALUE FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Investor Class | ||||||||
Year ended | Period July 11, 2016 (B) | |||||||
February 28, 2018 | to February 28, 2017 | |||||||
Net asset value, beginning of peroid | $ | 12.22 | $ | 10.41 | ||||
Investment activities | ||||||||
Net investment income (loss) (A) |
(0.02 | ) | | |||||
Net realized and unrealized gain (loss) on investments |
1.07 | 1.81 | ||||||
Total from investment activities | 1.05 | 1.81 | ||||||
Distributions | ||||||||
Net investment income |
| | ||||||
Net realized gains |
(1.44 | ) | | |||||
Total distributions |
(1.44 | ) | | |||||
Net asset value, end of period | $ | 11.83 | $ | 12.22 | ||||
Total Return | 8.05 | % | 17.39% | ** | ||||
Ratios/Supplemental Data | ||||||||
Ratio to average net assets | ||||||||
Expenses, gross |
2.03 | % | 2.29% | * | ||||
Expenses, net of management fee waivers |
1.50 | % | 1.50% | * | ||||
Net investment income (loss) |
(0.16 | %) | (0.05%) | * | ||||
Portfolio turnover rate | 50.99 | % | 34.16% | ** | ||||
Net assets, end of period (000s) | $ | 339 | $ | 198 |
(A) | Per share amounts calculated using the average number of shares outstanding throughout the period. |
(B) | Inception date |
* Annualized
** Not Annualized
57
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Prospectus (June 28, 2018) |
|
How to Get More Information
Additional information about each Funds investments is available in the:
|
Statement
of Additional Information (SAI) which contains more detail about some
of the matters discussed in the prospectus. The SAI is incorporated by reference
(and therefore legally a part of this prospectus) into the prospectus.
|
|
|
Annual and
Semi-Annual Reports to shareholders which describe each Funds performance
and list their portfolio securities. The Annual Reports also include a letter from
Fund management describing each Funds investment strategies that significantly
affected the Funds performance during the last fiscal year as well as a discussion
of the market conditions and trends and their implications on the Funds.
|
The SAI and the Annual and Semi-annual Reports are available free of charge upon request (you may also request other information about the Fund or make shareholder inquiries) by contacting the Fund as follows:
By telephone: | 1-800-653-2839 | ||
By mail: | [Name of Fund] | ||
c/o Commonwealth Fund Services, Inc. | |||
8730 Stony Point Parkway, Suite 205 | |||
Richmond, Virginia 23235 | |||
By e-mail: | mail@ccofva.com | ||
On the Internet: | http://www.dghmfunds.com |
You may also view and obtain copies of the SAI, and/or other Fund reports and other information directly from the SEC by:
|
Visiting the
SECs Public Reference Room in Washington, D.C. (Call 1-202-551-8090 for information
about the Public Reference Room)
|
|
|
Sending a
written request, plus a duplicating fee, to the SECs Public Reference Section,
Washington, D.C. 20549-1520, or by E-mail request to: publicinfo@sec.gov
|
|
|
Visiting the
EDGAR Database on the SECs Internet website - http://www.sec.gov
|
Investment Company Act file number 811-22172
58
Dalton, Greiner, Hartman, Maher & Co., LLC
Statement of Additional Information
DGHM Funds | ||
DGHM All-Cap Value Fund | DGHM V2000 SmallCap Value Fund | DGHM MicroCap Value Fund |
Investor Class Ticker: DGHMX | Investor Class Ticker: DGSMX | Investor Class Ticker: DGMMX |
Institutional Class Ticker: DGAIX | Institutional Class Ticker: DGIVX | Institutional Class Ticker: DGMIX |
Class C Ticker: DGACX | Class C Ticker: DGSVX |
June 28, 2018
8730 Stony Point Parkway,
Suite 205
Richmond, Virginia 23235
Telephone No. 1-800-653-2839
This Statement of Additional Information (SAI) is meant to be read in conjunction with the prospectus for the DGHM All-Cap Value Fund (All-Cap Value Fund), the DGHM V2000 SmallCap Value Fund (V2000 SmallCap Value Fund) and the DGHM MicroCap Value Fund (MicroCap Value Fund) (each a Fund and collectively, the Funds), dated the same date as this SAI (Prospectus), and is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Funds should be made solely upon the information contained herein. This SAI incorporates by reference the Funds Annual Report for the fiscal year ended February 28, 2018 (Annual Reports). Copies of the Prospectus, Annual Reports, and/or Semi-annual Reports may be obtained at no charge by calling the Funds at the phone number shown above or by writing to World Funds Trust, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
Table of Contents | ||
The Trust | 3 | |
The Funds | 4 | |
Investment Limitations | 11 | |
Portfolio Transactions | 15 | |
Description of Shares | 18 | |
Management and Other Service Providers | 19 | |
Additional Purchase and Redemption Information | 40 | |
Special Shareholder Services | 42 | |
Disclosure of Portfolio Holdings | 44 | |
Net Asset Value | 47 | |
Additional Tax Information | 48 | |
Financial Information | 63 | |
Appendix A Description of Ratings | 64 | |
Appendix B Proxy Voting Policies | 69 | |
Appendix C Nominating and Corporate Governance Committee Charter | 81 |
2
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
The Trust
World Funds Trust (the Trust) was organized as a Delaware statutory trust on April 9, 2007. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act) and commonly known as a mutual fund. The Declaration of Trust permits the Trust to offer separate series (funds) of shares of beneficial interest (shares). The Trust reserves the right to create and issue shares of additional funds. Each fund is a separate mutual fund, and each share of each fund represents an equal proportionate interest in that fund. All consideration received by the Trust for shares of any fund and all assets of such fund belong solely to that fund and would be subject to liabilities related thereto. Each fund of the Trust pays its (i) operating expenses, including fees of its service providers, expenses of preparing prospectuses, proxy solicitation material and reports to shareholders, costs of custodial services and registering its shares under federal and state securities laws, pricing, insurance expenses, brokerage costs, interest charges, taxes and organization expenses; and (ii) pro rata share of the funds other expenses, including audit and legal expenses. Expenses attributable to a specific fund shall be payable solely out of the assets of that fund. Expenses not attributable to a specific fund are allocated across all of the funds on the basis of relative net assets. The other mutual funds of the Trust, other than the Funds, are described in separate prospectuses and statements of additional information.
Pursuant to a reorganization that took place on October 23, 2013, the All-Cap Value Fund and V2000 SmallCap Value Funds are the successors by merger to series of the DGHM Investment Trust (Predecessor Funds), a Delaware statutory trust. The Predecessor Funds had the same investment objectives and strategies and the same investment policies as the Funds. The Funds investment adviser is Dalton, Greiner, Hartman, Maher & Co., LLC (the Advisor).
The MicroCap Value Fund acquired the assets and liabilities of a privately offered fund managed by the MicroCap Value Funds portfolio managers, in a reorganization completed on May 31, 2016. The privately offered fund had an investment objective and strategies that were, in all material respects, the same as those of the MicroCap Value Fund and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the MicroCap Value Fund. However, the privately offered fund was not registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and was not subject to certain investment limitations, diversification requirements, liquidity requirements and other restrictions imposed by the 1940 Act and the Internal Revenue Code (the Code).
In the event of a liquidation or dissolution of the Trust or an individual series, such as the Fund, shareholders of a particular series would be entitled to receive the assets available for distribution belonging to such series based on the number of shares of the series held by each shareholder. If there are any assets, income, earnings, proceeds, funds, or payments that are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the series as they, in their sole discretion, deem fair and equitable.
3
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
The Funds
This SAI relates to the prospectus for the Funds Investor Class, Institutional Class, and Class C shares and should be read in conjunction with that prospectus. This SAI is incorporated by reference into the Funds prospectus. No investment in shares should be made without reading the prospectus. The Funds are separate investment portfolios or series of the Trust.
Description of Multiple Classes of
Shares
The Funds are authorized to issue three classes of shares: Investor
Class shares imposing no front-end or contingent deferred sales charges (CDSC), imposing a 0.25% 12b-1 fee, and shareholder services plan fee; Institutional
Class shares imposing no front-end, CDSC , or 12b-1 fees, and imposing a shareholder
services plan fee; and Class C shares imposing no front-end sales charge, imposing
a contingent deferred sales charge of 1.00% if shares are redeemed within 1 year
after purchase, imposing a 1.00% 12b-1 and service fee, and imposing a shareholder
services plan fee.
General Investment Risks
All investments in securities and other financial instruments involve a risk of financial
loss. No assurance can be given that the Funds investment program will be
successful. Investors should carefully review the descriptions of the Funds
investments and their risks described in the Prospectus and this SAI.
Attached to the SAI is Appendix A, which contains descriptions of the rating symbols used by nationally recognized statistical rating organizations for securities in which the Funds may invest.
Equity Securities
The equity
portion of each of the Funds portfolio will generally be comprised of common
stocks traded on domestic securities exchanges or on the over-the-counter market
as described in the Prospectus. In addition to common stocks, the equity portion
of each of the Funds portfolio may also include preferred stocks and convertible
preferred stocks. Prices of equity securities in which the Funds invest may fluctuate
in response to many factors, including, but not limited to, the activities of the
individual companies whose securities the Fund owns, general market and economic
conditions, interest rates, specific industry changes and market volume. Such price
fluctuations subject the Funds to potential losses. In addition, regardless of any
one companys particular prospects, a declining stock market may produce a
decline in prices for all equity securities, which could also result in losses for
the Funds. Market declines may continue for an indefinite period of time, and investors
should understand that during temporary or extended bear markets, the value of equity
securities will most likely decline. There are also special risks associated with
investing in preferred stock, including the following:
|
Deferral
and Nonpayment
. Preferred stock may include provisions that permit the issuer, at
its discretion, to defer or fail to pay distributions for a stated period without
any adverse consequences to the issuer.
|
4
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
|
Subordination
. Preferred stock may be subordinated to bonds and other debt securities in a
companys capital structure in terms of priority to corporate income and liquidation
payments upon the bankruptcy or other liquidation of the issuer, and therefore will
be subject to significantly greater credit risk than more senior debt instruments.
Consequently, in the event an issuer were to go through a bankruptcy or liquidation,
the subordinated right to payment of the Fund as a holder of the issuers preferred
stock could adversely affect the value of each Funds investment and an investor
could incur a loss of investment in the Fund as a result.
|
|
|
Liquidity
. Preferred stock may be more thinly traded and substantially less liquid than
many other types of securities, such as common stocks or U.S. government securities.
This lack of market liquidity may adversely affect the value of each Funds
investment in the preferred stock, and an investor could incur a loss of investment
in the Fund as a result.
|
|
|
Limited
Voting Rights
. Generally, preferred stock offers no voting rights with respect
to the issuing company unless preferred dividends have been in arrears for a specified
number of periods.
|
|
|
Special
Redemption Rights
.
The terms of a preferred stock series may, in certain
circumstances, allow the issuer of the preferred stock to redeem the securities
prior to a specified date. As with call provisions, a redemption by the issuer may
negatively impact the return of the shares of preferred stock held by the Fund.
|
The V2000 SmallCap Value Funds and the MicroCap Value Funds securities may be thinly traded, and as a result those funds are subject to liquidity risk similar to the liquidity risk described above for preferred stocks.
Convertible Securities
Although the equity investments of the Fund consist primarily of common and preferred
stocks, the Fund may buy securities convertible into common stock if, for example,
Dalton, Greiner, Hartman, Maher & Co., LLC, each Funds investment advisor,
believes that a companys convertible securities are undervalued in the market.
Convertible securities eligible for purchase by the Fund include convertible bonds,
convertible preferred stocks, and warrants. A warrant is an instrument issued by
a corporation which gives the holder the right to subscribe to a specific amount
of the corporations capital stock at a set price for a specified period of
time. Warrants do not represent ownership of the securities, but only the right
to buy the securities. The prices of warrants do not necessarily move parallel to
the prices of underlying securities. Warrants may be considered speculative in that
they have no voting rights, pay no dividends, and have no rights with respect to
the assets of a corporation issuing them. Warrant positions will not be used to
increase the leverage of a Fund; consequently, warrant positions are generally accompanied
by cash positions equivalent to the required exercise amount. Each Funds ability
to invest in warrants may be limited by each Funds investment restrictions.
5
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
Foreign Securities
The
Funds may invest in foreign securities represented by American Depository Receipts
(ADRs). ADRs provide a method whereby the Fund may invest in securities
issued by companies whose principal business activities are outside the United States.
ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership
of the underlying securities, and may be issued as sponsored or unsponsored programs.
In sponsored programs, an issuer has made arrangements to have its securities trade
in the form of ADRs. In unsponsored programs, the issuer may not be directly involved
in the creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, in some cases it may be
easier to obtain financial information from an issuer that has participated in the
creation of a sponsored program. Investing in securities issued by companies whose
principal business activities are outside the United States may involve significant
risks not present in domestic investments. For example, there is generally less
publicly available information about foreign companies, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing, and financial reporting
requirements and standards of practice comparable to those applicable to domestic
issuers. Investments in foreign issuers also involve the risk of possible adverse
changes in investment or exchange control regulations, expropriation or confiscatory
taxation, limitation on the removal of cash or other assets of the Funds, political
or financial instability, or diplomatic and other developments which could affect
such investments. Further, economies of particular countries or areas of the world
may differ favorably or unfavorably from the economy of the United States.
Real Estate Securities
Although the Funds will not invest directly in real estate, the Funds may invest
in securities of issuers primarily engaged in or related to the real estate industry.
The Funds may invest in real estate investment trusts (REITs) and real
estate operating companies, as well as other types of real estate securities such
as publicly traded common stock, preferred stock, limited partnerships (including
real estate master limited partnerships), rights or warrants to purchase common
stock or convertible securities of corporations engaged in real estate development,
or companies whose financial prospects are deemed by the Advisor to be real estate
oriented and consistent with each Funds investment objectives. A REIT is a
pooled investment vehicle that is organized as a corporation or business trust which
invests primarily in income producing real estate or real estate loans or interests.
Therefore, an investment in REITs or other real estate securities is subject to
certain risks associated with the direct ownership of real estate and with the real
estate industry in general. These risks include, among others: possible declines
in the value of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; overbuilding; extended vacancies
of properties; increases in competition, property taxes, and operating expenses;
changes in zoning laws; costs resulting from the clean-up of, and liability to third
parties for damages resulting from, environmental problems; casualty or condemnation
losses; uninsured damages from floods, earthquakes or other natural disasters; limitations
on and variations in rents; and changes in interest rates. To the extent that assets
underlying a REITs investments are concentrated geographically, by property
type or in certain other respects, the REIT may be subject to certain of the foregoing
risks to a
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greater extent. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REIT may be affected by changes in the value of the underlying property owned by the REITs. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the U.S. Internal Revenue Code and failing to maintain their exemptions from registration under the Investment Company Act of 1940, as amended (1940 Act).
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.
Money Market Instruments
The Funds may invest in money market instruments including U.S. Government obligations
or corporate debt obligations provided that they are eligible for purchase by the
Fund. Money market instruments also may include Bankers Acceptances and Certificates
of Deposit of domestic branches of U.S. banks, Commercial Paper, and Variable Amount
Demand Master Notes (Master Notes). Bankers Acceptances are time
drafts drawn on and accepted by a bank. When a bank accepts
such a time draft, it assumes liability for its payment. When the Funds acquire
a Bankers Acceptance, the bank that accepted the time draft is
liable for payment of interest and principal when due. The Bankers Acceptance
carries the full faith and credit of such bank. A Certificate of Deposit (CD) is an unsecured, interest bearing debt obligation of a bank. Commercial Paper
is an unsecured, short-term debt obligation of a bank, corporation, or other borrower.
Commercial Paper maturity generally ranges from two to 270 days and is usually sold
on a discounted basis rather than as an interest-bearing instrument. The Funds will
invest in Commercial Paper only if it is rated in one of the top two rating categories
by Moodys Investors Service, Inc. (Moodys), Standard &
Poors Ratings Services (S&Ps), or Fitch Investors Service,
Inc. (Fitch), or if not rated, of equivalent quality in the Advisors opinion. Commercial Paper may include Master Notes of the same quality. Master
Notes are unsecured obligations which are redeemable upon demand of the holder and
which permit the investment of fluctuating amounts at varying rates of interest.
Master Notes will be acquired by the Funds only through the Master Note program
of each Funds custodian bank, acting as administrator thereof. The Advisor
will monitor, on a continuous basis, the earnings power, cash flow, and other liquidity
ratios of the issuer of a Master Note held by the Funds.
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Exchange-Traded Funds
As noted in the Prospectus, the Funds may invest in ETFs. The shares of an ETF may
be assembled in a block (typically 50,000 shares) known as a creation unit and redeemed
in kind for a portfolio of the underlying securities (based on the ETFs net
asset value) together with a cash payment generally equal to accumulated dividends
as of the date of redemption. Conversely, a creation unit may be purchased from
the ETF by depositing a specified portfolio of the ETFs underlying securities,
as well as a cash payment generally equal to accumulated dividends of the securities
(net of expenses) up to the time of deposit. The Funds may redeem creation units
for the underlying securities (and any applicable cash), and may assemble a portfolio
of the underlying securities and use it (and any required cash) to purchase creation
units if the Advisor believes it is in each Funds best interest to do so.
Each Funds ability to redeem creation units may be limited by the 1940 Act
which provides that the ETFs will not be obligated to redeem shares held by the
Funds in an amount exceeding one percent of their total outstanding securities during
any period of less than 30 days.
There is a risk that the underlying ETFs in which the Funds invest may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Funds intend to principally invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Funds believe that, in the event of the termination of an underlying ETF, it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time. There is also the risk that ETFs in which the Funds may invest will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs in which the Funds may invest will incur expenses not incurred by their applicable indices. These expenses will be passed on to the Funds, thus increasing each Funds expenses. Certain securities comprising the indices tracked by these ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs ability to track their applicable indices.
The market value of ETF shares may also differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when an ETF share trades at a premium or discount to its net asset value.
Investments in ETFs involve certain inherent risks generally associated with investments in a broadly-based portfolio of stocks, including risks that: (1) the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or other instrument; (2) an ETF may not fully
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replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weightings of securities or number of stocks held; (3) an ETF may also be adversely affected by the performance of the specific index, market sector or group of industries on which it is based; and (4) an ETF may not track an index as well as a traditional index mutual fund because ETFs are valued by the market and, therefore, there may be a difference between the market value and the ETFs net asset value. Additionally, investments in fixed income ETFs involve certain inherent risks generally associated with investments in fixed income securities, including the risk of fluctuation in market value based on interest rates rising or declining and risks of a decrease in liquidity, such that no assurances can be made that an active trading market for underlying ETFs will be maintained.
U.S. Government Securities
The Funds may invest in U.S. Government securities, defined to be U.S. Government
obligations such as U.S. Treasury notes, U.S. Treasury bonds, and U.S. Treasury
bills, obligations guaranteed by the U.S. Government such as Government National
Mortgage Association (GNMA), as well as obligations of U.S. Government
authorities, agencies, and instrumentalities such as Federal National Mortgage Association
(FNMA), Federal Home Loan Mortgage Corporation (FHLMC),
Federal Housing Administration (FHA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), Student Loan Marketing Association
(SLMA), and The Tennessee Valley Authority. While obligations of some
U.S. Government sponsored entities are supported by the full faith and credit of
the U.S. Government (e.g. GNMA), others are not. No assurance can be given that
the U.S. Government will provide financial support to U.S. Government agencies or
instrumentalities in the future since it is not obligated to do so by law. The guarantee
of the U.S. Government does not extend to the yield or value of each Funds
shares.
Restricted and Illiquid Securities
The portfolios of the Funds may contain illiquid securities. Illiquid
securities generally include securities which cannot be disposed of promptly and
in the ordinary course of business without taking a reduced price. Securities may
be illiquid due to contractual or legal restrictions on resale or lack of a ready
market. The following securities are considered to be illiquid: repurchase agreements
and reverse repurchase agreements maturing in more than seven days, non-publicly
offered securities and restricted securities. Restricted securities are securities
where the resale of which is subject to legal or contractual restrictions. Restricted
securities may be sold only in privately negotiated transactions, in a public offering
with respect to which a registration statement is in effect under the Securities
Act of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Funds may be obligated to pay all or part of the registration
expense, and a considerable period may elapse between the time of the decision to
sell and the time such security may be sold under an effective registration statement.
If during such a period adverse market conditions were to develop, a Fund might
obtain a less favorable price than the price it could have obtained when it decided
to sell. The Funds will not invest more than 15% of its net assets in illiquid securities.
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With respect to Rule 144A securities, these restricted securities are treated as exempt from the 15% limit on illiquid securities, provided that a dealer or institutional trading market in such securities exists. Under the supervision of the Board of Trustees (the Board), the Advisor determines the liquidity of restricted securities and, through reports from the Advisor, the Board will monitor trading activity in restricted securities. If institutional trading in restricted securities were to decline, the liquidity of a Fund could be adversely affected.
Lending of Portfolio Securities
In order to generate additional income, each of the Funds may lend portfolio
securities in an amount up to 33% of total assets to broker-dealers, major banks,
or other recognized domestic institutional borrowers of securities which the Advisor
has determined are creditworthy under guidelines established by the Board. In determining
whether the Funds will lend securities, the Advisor will consider all relevant facts
and circumstances. The Funds may not lend securities to any company affiliated with
the Advisor. Each loan of securities will be collateralized by cash, securities,
or letters of credit. The Funds might experience a loss if the borrower defaults
on the loan.
The borrower at all times during the loan must maintain with a Fund cash or cash equivalent collateral, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower at any time. The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially.
Portfolio Turnover
Portfolio
turnover is a ratio that indicates how often the securities in a mutual funds
portfolio change during a years time. Higher numbers indicate a greater number
of changes, and lower numbers indicate a smaller number of changes. The Funds may
sell portfolio securities without regard to the length of time they have been held
in order to take advantage of new investment opportunities or changing market conditions.
Since portfolio turnover may involve paying brokerage commissions and other transaction
costs, there could be additional expenses for the Funds. High rates of portfolio
turnover could lower performance of the Funds due to increased costs and may also
result in the realization of capital gains. If the Funds realize capital gains when
it sells its portfolio investments, it must generally distribute those gains to
shareholders, increasing their taxable distributions.
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Temporary Defensive Positions
The Funds may, from time to time, take temporary defensive positions that
are inconsistent with each Funds principal investment strategies in an attempt
to respond to adverse market, economic, political, or other conditions. During such
an unusual set of circumstances, the Funds may hold up to 100% of its portfolio
in cash or cash equivalent positions (e.g., money market securities, U.S. Government
securities, and/or similar securities). When the Funds take a temporary defensive
position, the Funds may not be able to achieve its investment objective.
Borrowing
To the extent
permitted under the 1940 Act and other applicable law, the Funds may borrow money.
In the event that a Fund ever borrows money under these conditions, such borrowings
could increase the Funds costs and thus reduce the value of the Funds
assets and returns to shareholders.
Investment Limitations
All-Cap Value Fund and V2000
SmallCap Value Fund
Each of the Funds has adopted the following investment
limitations, which cannot be changed without approval by holders of a majority of
the outstanding voting shares of the Fund. A majority for this purpose
means the lesser of (i) 67% of each Funds outstanding shares represented in
person or by proxy at a meeting at which more than 50% of its outstanding shares
are represented; or (ii) more than 50% of its outstanding shares. Unless otherwise
indicated, percentage limitations apply at the time of purchase of the applicable
securities.
Fundamental Restrictions
As a matter of fundamental policy, a Fund may not:
1. |
Purchase
securities on margin (but the Fund may obtain such short-term credits as may be
necessary for the clearance of transactions). For purposes of this limitation, short
sales of securities and futures trades, forward contracts or similar trades requiring
margin deposits or other use of a margin account are not considered purchasing securities
on margin;
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2. |
Issue senior
securities, except as permitted by the 1940 Act;
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3. |
Borrow
money, except to the extent permitted under the 1940 Act (including, without limitation,
borrowing to meet redemptions). For purposes of this investment restriction, the
entry into options, forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices shall not constitute borrowing;
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|
4. |
Pledge,
mortgage, or hypothecate its assets, except to the extent necessary to secure permitted
borrowings and to the extent related to the deposit of assets in escrow in connection
with writing covered put and call options and the purchase of securities on a when-issued
or forward commitment basis and collateral and initial or variation margin
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arrangements
with respect to options, forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices;
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||
5. |
Act as
an underwriter except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed to be an underwriter under certain
federal securities laws;
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6. |
Make investments
for the purpose of exercising control or management over a portfolio company;
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|
7. |
Invest
25% or more of the value of its total assets in any one industry or group of industries
(except that securities of the U.S. government, its agencies and instrumentalities
are not subject to these limitations);
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8. |
Make loans,
provided that the Fund may lend its portfolio securities in an amount up to 33%
of total Fund assets, and provided further that, for purposes of this restriction,
investment in U.S. Government obligations, short-term commercial paper, certificates
of deposit, and bankers acceptance shall not be deemed to be the making of
a loan;
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9. |
Purchase
or sell real estate or direct interests in real estate; provided, however, that
the Fund may purchase and sell securities which are secured by real estate and securities
of companies which invest or deal in real estate (including, without limitation,
investments in REITs, mortgage-backed securities, and privately-held real estate
funds); or
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10. |
Invest
in commodities, except that the Fund may purchase and sell options, forward contracts,
futures contracts, including those relating to indices, and options on futures contracts
or indices.
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With respect to fundamental restriction #2 above, the 1940 Act and regulatory interpretations of relevant provisions of the 1940 Act establish the following general limits, subject to modification to conform to the 1940 Act as interpreted or modified from time to time: Open-end registered investment companies such as the Funds are not permitted to issue any class of senior security or to sell any senior security of which they are the issuers. The Trust is, however, permitted to issue separate series of shares (each Fund is a series of the Trust) and to divide those series into separate classes. Individual class and institutional class are separate classes. The Funds have no intention of issuing senior securities, except that the Trust has issued its shares in separate series and may divide those series into classes of shares. Collateral arrangements with respect to forward contracts, futures contracts or options, including deposits of initial and variation margin, are not considered to be the issuance of a senior security for purposes of this restriction.
With respect to fundamental restriction #3 above, a Fund, subject to modification to conform to the 1940 Act as interpreted or modified from time to time, each Fund is permitted, consistent with the 1940 Act, to borrow, and pledge its shares to secure such borrowing, provided, that immediately
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thereafter there is asset coverage of at least 300% for all borrowings by the Fund from a bank. If borrowings exceed this 300% asset coverage requirement by reason of a decline in net assets of a Fund, the Fund will reduce its borrowings within three days (not including Sundays and holidays) to the extent necessary to comply with the 300% asset coverage requirement. The 1940 Act also permits a Fund to borrow for temporary purposes only in an amount not exceeding 5% of the value of its total assets at the time when the loan is made. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. To the extent outstanding borrowings of a Fund exceed 5% of the value of the total assets of such Fund, the Fund will not make additional purchases of securities the foregoing shall not be construed to prevent the Fund from settling portfolio transactions or satisfying shareholder redemptions orders. The Securities and Exchange Commission (the SEC) has indicated, however, that certain types of transactions, which could be deemed borrowings (such as firm commitment agreements and reverse repurchase agreements), are permissible if a Fund covers the agreements by establishing and maintaining segregated accounts.
With respect to fundamental restriction #7 above, a group of industries means particular related industries that when grouped together may be considered a sector. For example, banking may be considered to be an industry while banking and insurance taken together may be considered a group of industries, or a sector.
Non-Fundamental Restrictions
The following investment limitations are not fundamental and may be changed without
shareholder approval. As a matter of non-fundamental policy, a Fund may not:
1. | Invest in interests in oil, gas, or other mineral exploration or development programs, although the Fund may invest in the common stock of companies which invest in or sponsor such programs; or | |
2. | Purchase warrants if as a result the Fund would then have more than 5% of its total net assets (taken at the lower of cost or current value) invested in warrants. |
With respect to the fundamental and non-fundamental investment restrictions above, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase).
MicroCap Value Fund
The MicroCap Value Fund has adopted the following investment limitations, which cannot
be changed without approval by holders of a majority of the outstanding voting shares
of the MicroCap Value Fund. A majority for this purpose means the lesser
of (i) 67% of the MicroCap Value Funds outstanding shares represented in person
or by proxy at a meeting at which more than 50% of its outstanding shares are represented;
or (ii) more than 50% of its outstanding shares. Unless otherwise indicated, percentage
limitations apply at the time of purchase of the applicable securities.
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Fundamental Restrictions
As a matter of fundamental policy, the MicroCap Value Fund:
1. |
May not
issue any senior securities to others, except as permitted under the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction from time
to time;
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|
2. |
May not
borrow money except as permitted under the 1940 Act, and as interpreted or modified
by regulatory authority having jurisdiction from time to time;
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|
3. |
May not
underwrite securities issued by others except to the extent the MicroCap Value Fund
may be deemed to be an underwriter under certain federal securities laws, in connection
with the disposition of portfolio securities;
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|
4. |
May not
invest more than 25% of the value of its net assets in any one industry or group
of industries (except that securities of the U.S. government, its agencies and instrumentalities
are not subject to these limitations);
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|
5. |
May not
make loans to others, except as permitted under the 1940 Act, and as interpreted
or modified by regulatory authority having jurisdiction, from time to time;
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|
6. |
May not
purchase or sell real estate except as permitted under the 1940 Act, and as interpreted
or modified by regulatory authority having jurisdiction, from time to time;
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|
7. |
May invest
in commodities, only as permitted by the 1940 Act or other governing statute, by
the Rules thereunder, or by the SEC or other regulatory agency with authority over
the MicroCap Value Fund;
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|
8. |
Shall be
a diversified company as that term is defined in the 1940 Act, as interpreted
or modified by regulatory authorities from time to time.
|
With respect to fundamental restriction #1 above, the 1940 Act and regulatory interpretations of relevant provisions of the 1940 Act establish the following general limits, subject to modification to conform to the 1940 Act as interpreted or modified from time to time: Open-end registered investment companies such as the MicroCap Value Fund are not permitted to issue any class of senior security or to sell any senior security of which they are the issuers. The Trust is, however, permitted to issue separate series of shares (the MicroCap Value Fund is a series of the Trust) and to divide those series into separate classes. Investor class and institutional class are separate classes. The MicroCap Value Fund has no intention of issuing senior securities, except that the Trust has issued its shares in separate series and may divide those series into classes of shares. Collateral arrangements with respect to forward contracts, futures contracts or options, including deposits of initial and variation margin, are not considered to be the issuance of a senior security for purposes of this restriction.
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With respect to fundamental restriction #2 above, the MicroCap Value Fund, subject to modification to conform to the 1940 Act as interpreted or modified from time to time, the MicroCap Value Fund is permitted, consistent with the 1940 Act, to borrow, and pledge its shares to secure such borrowing, provided, that immediately thereafter there is asset coverage of at least 300% for all borrowings by the MicroCap Value Fund from a bank. If borrowings exceed this 300% asset coverage requirement by reason of a decline in net assets of the MicroCap Value Fund, the MicroCap Value Fund will reduce its borrowings within three days (not including Sundays and holidays) to the extent necessary to comply with the 300% asset coverage requirement. The 1940 Act also permits the MicroCap Value Fund to borrow for temporary purposes only in an amount not exceeding 5% of the value of its total assets at the time when the loan is made. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. To the extent outstanding borrowings of the MicroCap Value Fund exceed 5% of the value of the total assets of such Fund, the MicroCap Value Fund will not make additional purchases of securities the foregoing shall not be construed to prevent the MicroCap Value Fund from settling portfolio transactions or satisfying shareholder redemptions orders. The SEC has indicated, however, that certain types of transactions, which could be deemed borrowings (such as firm commitment agreements and reverse repurchase agreements), are permissible if the MicroCap Value Fund covers the agreements by establishing and maintaining segregated accounts.
With respect to fundamental restriction #4 above, a group of industries means particular related industries that when grouped together may be considered a sector. For example, banking may be considered to be an industry while banking and insurance taken together may be considered a group of industries, or a sector.
With respect to the fundamental investment restrictions above, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase).
Portfolio Transactions
Subject to the general supervision of the Trustees, the Advisor is responsible for, makes decisions with respect to, and places orders for all purchases and sales of portfolio securities for the Funds. The Advisor shall manage each Funds portfolio in accordance with the terms of the Investment Advisory Agreement (each an Advisory Agreement or together, the Advisory Agreements) by and between the Advisor and the Trust on behalf of each of the Funds, which is described in detail under Management and Other Service Providers Investment Advisor. The Advisor serves as investment advisor for a number of client accounts, including the Funds. Investment decisions for the Funds are made independently from those for any other series of the Trust, if any, and for any other investment companies and accounts advised or managed by the Advisor.
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Under Section 28(e) of the Securities Exchange Act of 1934 and the Advisory Agreement, the Advisor is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Advisor may include, without limitation: information on the United States and other world economies; information on specific industries, groups of securities, individual companies, and political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Advisor to determine and track investment results; and trading systems that allow the Advisor to interface electronically with brokerage firms, custodians, and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs, and access to computer databases. In some instances, research products or services received by the Advisor may also be used by the Advisor for functions that are not research related (i.e. not related to the making of investment decisions). Where a research product or service has a mixed use, the Advisor will make a reasonable allocation according to the use and will pay for the non-research function in cash using its own funds. The research and investment information services described above make available to the Advisor for its analysis and consideration the views and information of individuals and research staffs of other securities firms. These services may be useful to the Advisor in connection with advisory clients other than the Funds and not all such services may be useful to the Advisor in connection with the Funds. Although such information may be a useful supplement to the Advisors own investment information in rendering services to the Funds, the value of such research and services is not expected to reduce materially the expenses of the Advisor in the performance of its services under the Advisory Agreements and will not reduce the management fees payable to the Advisor by the Funds.
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The Funds may invest in securities traded in the over-the-counter market. In these cases, the Funds may initiate trades through brokers on an agency basis and pay a commission in connection with the transaction. The Funds may also effect these transactions by dealing directly with the dealers who make a market in the securities involved, in which case the costs of such transactions would involve dealer spreads rather than brokerage commissions.
The aggregate amount of brokerage commissions paid for the past three fiscal years for the Funds are shown below.
2018 | 2017 | 2016 | |
All-Cap Value Fund | $15,877 | $27,105 | $47,456 |
SmallCap Value Fund | $85,545 | $58,263 | $26,493 |
MicroCap Value Fund | $35,952 | $35,705 | N/A |
As of the close of the fiscal years ended February 28, 2018, February 28, 2017 and February 28, 2016 the All-Cap Value Fund held shares of JP Morgan Chase & Co., a regular broker-dealer of the Fund as defined in the 1940 Act. The aggregate value of such shares held at the close of the fiscal period was $426,657; $689,346; and $783,189, respectively.
Aggregated Trades
While
investment decisions for the Funds are made independently of the Advisors
other client accounts, the Advisors other client accounts may invest in the
same securities as the Funds. To the extent permitted by law, the Advisor may aggregate
the securities to be sold or purchased for a Fund with those to be sold or purchased
for other investment companies or accounts in executing transactions. When a purchase
or sale of the same security is made at substantially the same time on behalf of
a Fund and another investment company or account, the transaction will be averaged
as to price and available investments allocated as to amount in a manner which the
Advisor believes to be equitable to the Fund and such other investment company or
account. In some instances, this investment procedure may adversely affect the price
paid or received by a Fund or the size of the position obtained or sold by a Fund.
Portfolio Turnover
The
annualized portfolio turnover rate for each of the Funds is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting period
by the monthly average value of the portfolio securities owned during the reporting
period. The calculation excludes all securities whose maturities or expiration dates
at the time of acquisition are one year or less. Portfolio turnover of the Fund
may vary greatly from year to year as well as within a particular year, and may
be affected by cash requirements for redemption of shares and by requirements that
enable a Fund to receive favorable tax treatment. Portfolio turnover will not be
a limiting factor in making decisions for the Funds, and the Funds may engage in
short-term trading to achieve their respective investment objectives. High rates of portfolio turnover
could lower performance of the Funds due to increased transaction costs and may
also result in the realization of short-term capital gains taxed at ordinary income
tax rates.
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Description of Shares
The Trusts Agreement and Declaration of Trust authorizes the Board to issue an unlimited number of full and fractional shares of beneficial interest in the Trust and to classify or reclassify any unissued shares into one or more series of shares. The Agreement and Declaration of Trust further authorizes the trustees to classify or reclassify any series of shares into one or more classes. The Trusts shares of beneficial interest have no par value.
Shares have no preemptive rights and only such conversion or exchange rights as the Board may grant in its discretion. When issued for payment as described in the prospectus, shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Trust or an individual fund, shareholders of a fund are entitled to receive the assets available for distribution belonging to the particular fund, and a proportionate distribution, based upon the relative asset values of the respective fund, of any general assets of the Trust not belonging to any particular fund which are available for distribution.
Shareholders are entitled to one vote for each full share held, and a proportionate fractional vote for each fractional share held, and will vote in the aggregate and not by class, except as otherwise expressly required by law or when the Board determines that the matter to be voted on affects only the interests of shareholders of a particular class. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate of the Trusts outstanding shares may elect all of the trustees, irrespective of the votes of other shareholders.
Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each fund affected by the matter. A particular fund is deemed to be affected by a matter unless it is clear that the interests of each fund in the matter are substantially identical or that the matter does not affect any interest of the fund. Under the Rule, the approval of an investment management agreement or any change in an investment objective, if fundamental, or in a fundamental investment policy would be effectively acted upon with respect to a fund only if approved by a majority of the outstanding shares of such fund. However, the Rule also provides that the ratification of the appointment of independent public accountants, the approval of principal underwriting contracts and the election of trustees may be effectively acted upon by shareholders of the Trust voting without regard to series or class. The Trust has adopted a Rule 18f-3 Multi-class Plan that contains the general characteristics of, and conditions under which, the Trust may offer multiple classes of shares of each series.
The Trust does not presently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. Upon the written request of shareholders owning at least 25% of the Trusts shares, the Trust will call for a meeting of shareholders to consider the removal of one or more trustees and other certain matters. To the extent required by law, the Trust will assist in shareholder communication in such matters.
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Each fund is a separate mutual fund, and each share of each fund represents an equal proportionate interest in that fund. All consideration received by the Trust for shares of any fund and all assets of such fund belong solely to that fund and would be subject to liabilities related thereto. Each fund of the Trust pays its (i) operating expenses, including fees of its service providers, expenses of preparing prospectuses, proxy solicitation material and reports to shareholders, costs of custodial services and registering its shares under federal and state securities laws, pricing, insurance expenses, brokerage costs, interest charges, taxes and organization expenses; and (ii) pro rata share of the funds other expenses, including audit and legal expenses. Expenses attributable to a specific fund shall be payable solely out of the assets of that fund. Expenses not attributable to a specific fund are allocated across all of the funds on the basis of relative net assets. The other mutual funds within the Trust, other than the Fund, are described in separate prospectuses and statements of additional information.
The Board has full power and authority, in its sole discretion, and without obtaining shareholder approval, to divide or combine the shares of any class or series thereof into a greater or lesser number, to classify or reclassify any issued shares or any class or series thereof into one or more classes or series of shares, and to take such other action with respect to the Trusts shares as the Board may deem desirable. The Agreement and Declaration of Trust authorizes the trustees, without shareholder approval, to cause the Trust to merge or to consolidate with any corporation, association, trust or other organization in order to change the form of organization and/or domicile of the Trust or to sell or exchange all or substantially all of the assets of the Trust, or any series or class thereof, in dissolution of the Trust, or any series or class thereof. The Agreement and Declaration of Trust permits the termination of the Trust or of any series or class of the Trust by the trustees without shareholder approval. However, the exercise of such authority by the Board without shareholder approval may be subject to certain restrictions or limitations under the 1940 Act.
Management and Other Service Providers
The Trust is governed by the Board, which is responsible for protecting the interests of shareholders. The trustees are experienced businesspersons who meet throughout the year to oversee the Trusts activities, review contractual arrangements with companies that provide services to the Fund and review performance. The names, addresses and ages of the trustees and officers of the Trust, together with information as to their principal occupations during the past five years, are listed below.
Each Trustee was nominated to serve on the Board based on their particular experiences, qualifications, attributes and skills. Generally, the Trust believes that each Trustee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills. Mr. David J. Urban has been a Professor of Education since 1989. His strategic planning, organizational and leadership skills help the Board set long-term goals. Ms. Mary Lou H. Ivey has business experience as a practicing tax accountant since 1996 and, as such, brings tax,
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budgeting and financial reporting skills to the Board. Mr. Theo H. Pitt has experience as an investor, including his role as trustee of several other investment companies and business experience as Senior Partner of a financial consulting company, as a partner of a real estate partnership and as an Account Administrator for a money management firm. The Trust does not believe any one factor is determinative in assessing a Trustees qualifications, but that the collective experience of each Trustee makes them each highly qualified.
The Chairman of the Board is Ms. Ivey, who is not an interested person of the Trust, within the meaning of the 1940 Act. The Trust also has an independent Audit Committee that allows the Board to access the expertise necessary to oversee the Trust, identify risks, recognize shareholder concerns and needs and highlight opportunities. The Audit Committee is able to focus Board time and attention to matters of interest to shareholders and, through its private sessions with the Trusts auditor, Chief Compliance Officer and legal counsel, stay fully informed regarding management decisions.
Mutual funds face a number of risks, including investment risk, compliance risk and valuation risk. The Board oversees management of the Funds risks directly and through its officers. While day-to-day risk management responsibilities rest with the each Funds Chief Compliance Officer, investment advisers and other service providers, the Board monitors and tracks risk by: (1) receiving and reviewing quarterly reports related to the performance and operations of the Funds; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust, including the Trusts valuation policies and transaction procedures; (3) periodically meeting with the portfolio manager to review investment strategies, techniques and related risks; (4) meeting with representatives of key service providers, including the Funds investment advisers, administrator, distributor, transfer agent and the independent registered public accounting firm, to discuss the activities of the Funds; (5) engaging the services of the Chief Compliance Officer of the each Fund to monitor and test the compliance procedures of the Trust and its service providers; (6) receiving and reviewing reports from the Trusts independent registered public accounting firm regarding the Funds financial condition and the Trusts internal controls; and (7) receiving and reviewing an annual written report prepared by the Chief Compliance Officer reviewing the adequacy of the Trusts compliance policies and procedures and the effectiveness of their implementation. The Board has concluded that its general oversight of the investment advisers and other service providers as implemented through the reporting and monitoring process outlined above allows the Board to effectively administer its risk oversight function.
Following is a list of the Trustees and executive officers of the Trust and their principal occupation over the last five years. The mailing address of each Trustee and officer is 8730 Stony Point Parkway, Suite 205, Richmond VA, 23235, unless otherwise indicated.
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NAME,
AGE AND
POSITION WITH THE TRUST |
TERM
OF OFFICE
AND LENGTH OF TIME SERVED |
PRINCIPAL
OCCUPATION(S) DURING THE PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST 5 YEARS |
David J. Urban
(62) Trustee |
Indefinite,
Since
June 2010 |
Dean, Jones College of Business, Middle Tennessee State University since July 2013; Virginia Commonwealth University, Professor of Marketing from 1989 to 2013. | 57 | None |
Mary Lou H.
Ivey
(59) Trustee |
Indefinite,
Since
June 2010 |
Accountant, Harris, Hardy & Johnstone, P.C., accounting firm, since 2008. | 57 | None |
Theo H. Pitt,
Jr.
(82) Trustee |
Indefinite;
Since
August 2013 |
Senior Partner, Community Financial Institutions Consulting (bank consulting) since 1997 to present. | 57 | Independent Trustee of Chesapeake Investment Trust for the one series of that trust; Leeward Investment Trust for the one series of that trust; Hillman Capital Management Investment Trust for the one series of that trust; and Starboard Investment Trust for the 17 series of that trust; (all registered investment companies). |
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NAME,
AGE AND
POSITION(S) WITH THE TRUST |
TERM
OF OFFICE
AND LENGTH OF TIME SERVED |
PRINCIPAL
OCCUPATION(S) DURING THE PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE |
David A. Bogaert
(54) President and Principal Executive Officer |
Indefinite,
Since
August 2017 |
Managing Director of Business Development, Commonwealth Fund Services, Inc., October 2013 present; Senior Vice President of Business Development and other positions for Huntington Asset Services, Inc. from 1986 to 2013. | N/A | N/A |
Karen M. Shupe
(53) Treasurer and Principal Financial Officer |
Indefinite,
Since
June 2008 |
Managing Director of Fund Operations, Commonwealth Fund Services, Inc., 2003 to present. | N/A | N/A |
Ann T.
MacDonald (63) Assistant Treasurer |
Indefinite, Since November 2015 | Director, Fund Administration and Fund Accounting, Commonwealth Fund Services, Inc., 2003 to present. | N/A | N/A |
John H. Lively
(49) Secretary |
Indefinite,
Since
November 2013 |
Attorney, Practus, LLP (law firm), May 2018 to present; Attorney, The Law Offices of John H. Lively & Associates, Inc. (law firm), March 2010 to May 2018. | N/A | N/A |
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NAME,
AGE AND
POSITION(S) WITH THE TRUST |
TERM
OF OFFICE
AND LENGTH OF TIME SERVED |
PRINCIPAL
OCCUPATION(S) DURING THE PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE |
Holly B.
Giangiulio (55) Assistant Secretary |
Indefinite,
Since
November 2015 |
Managing Director, Corporate Operations, Commonwealth Fund Services, Inc., January 2015 to present, Corporate Accounting and HR Manager from 2010 to 2015. | N/A | N/A |
Julian G.
Winters
(49) Chief Compliance Officer |
Indefinite,
Since
August 2013 |
Managing Member of Watermark Solutions, LLC (investment compliance and consulting) since March 2007. | N/A | N/A |
Board Of Trustees
The Board
oversees the Trust and certain aspects of the services provided by the
Adviser and the Funds other service providers. Each Trustee will hold office
until his or her successor has been duly elected and qualified or until his or her
earlier resignation or removal. Each officer of the Trust serves at the pleasure
of the Board and for a term of one year or until his or her successor has been duly
elected and qualified.
The Trust has a standing Audit Committee of the Board composed of Mr. Urban, Mr. Pitt and Ms. Ivey. The functions of the Audit Committee are to meet with the Trusts independent auditors to review the scope and findings of the annual audit, discuss the Trusts accounting policies, discuss any recommendations of the independent auditors with respect to the Trusts management practices, review the impact of changes in accounting standards on the Trusts financial statements, recommend to the Board the selection of independent registered public accounting firm, and perform such other duties as may be assigned to the Audit Committee by the Board. For the Funds most recent fiscal year ended, February 28, 2018, the Audit Committee met 9 times.
The Nominating and Corporate Governance Committee is comprised of Mr. Urban, Ms. Ivey and Mr. Pitt. The Nominating and Corporate Governance Committees purposes, duties and powers are set
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forth in its written charter, which is described in Appendix C the charter also describes the process by which shareholders of the Trust may make nominations. For the Funds most recent fiscal year ended February 28, 2018, the Corporate Governance Committee met once.
The Valuation Committee is comprised of Mr. Urban, Ms. Ivey and Mr. Pitt. The Valuation Committee meets as needed in the event that the Funds hold any securities that are subject to valuation and it reviews the fair valuation of such securities on an as needed basis. For the Funds most recent fiscal year ended February 28, 2018, the Committee did not meet.
The Qualified Legal Compliance Committee is comprised of Mr. Urban, Ms. Ivey and Mr. Pitt. The Qualified Legal Compliance Committee receives, investigates, and makes recommendations as to the appropriate remedial action in connection with any report of evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers, Trustees, or agents. For the fiscal year ended February 28, 2018, the Committee did not meet.
Trustee Compensation
Each
Trustee who is not an interested person of the Trust may receive compensation
for their services to the Trust. All Trustees are reimbursed for any out-of-pocket
expenses incurred in connection with attendance at meetings. Effective January 1,
2017 each Trustee received an annual retainer of $35,000. Effective July 1, 2017,
each Trustee receives a retainer fee at the annualized rate of $50,000. Additionally,
each Trustee receives a fee of $2,500 per special in person meeting and $1,250 per
special telephonic meeting. Compensation received from the Trust for the year ended
February 28, 2018 is as follows:
Name
of Person /
Position |
Aggregate
Compensation from Funds |
Pension
or
Retirement Benefits Accrued as Part of Funds Expenses |
Estimated
Annual
Benefits upon Retirement |
Total
Compensation from Fund and Fund Complex Paid to Trustees (1) |
David J. Urban,
Trustee |
$5,143 | $0 | $0 | $45,000 |
Mary Lou H.
Ivey,
Trustee |
$5,143 | $0 | $0 | $45,000 |
Theo H. Pitt,
Jr.,
Trustee |
$5,143 | $0 | $0 | $45,000 |
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Trustee Ownership of Fund Shares
The table below shows for each Trustee, the amount of Fund equity securities
beneficially owned by each Trustee, and the aggregate value of all investments in
equity securities of the Funds of the Trust, as of December 31, 2016, and stated
as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D
= $50,001-$100,000; and E = over $100,000.
Name of Trustee |
Dollar
Range of Equity
Securities in the Fund |
Aggregate
Dollar Range of
Equity Securities in all Registered Investment Companies Overseen by the Trustees in Family of Investment Companies |
Non-Interested Trustees | ||
David J. Urban | A | A |
Mary Lou H. Ivey | A | A |
Theo H. Pitt, Jr. | A | A |
Sales Loads
No front-end
or deferred sales charges are applied to purchase of Fund shares by current or former
trustees, officers, employees or agents of the Trust, the Adviser, or the principal
underwriter and by the members of their immediate families.
Codes of Ethics
The Trust,
Advisor, and the Distributor each have adopted a code of ethics, as required under
Rule 17j-1 of the 1940 Act, which is designed to prevent affiliated persons of the
Trust, Advisor, and Distributor from engaging in deceptive, manipulative, or fraudulent
activities in connection with securities held or to be acquired by the Fund (which
securities may also be held by persons subject to each such code of ethics). There
can be no assurance that the codes will be effective in preventing such activities.
The code permits employees and officers of the Trust, Advisor, and the Distributor
to invest in securities, subject to certain restrictions and pre-approval requirements.
In addition, the Advisors code requires that portfolio managers and other
investment personnel of the Advisor report their personal securities transactions
and holdings, which are reviewed for compliance with the Trusts and Advisors code of ethics.
Anti-Money Laundering Program
The Trust has adopted an anti-money laundering program, as required by applicable
law, that is designed to prevent the Fund from being used for money laundering or
the financing of terrorist activities. The Trusts Chief Compliance Officer
is responsible for implementing and monitoring the operations and internal controls
of the program. Compliance officers at certain of each Funds service providers are also responsible for monitoring
the program. The anti-money laundering program is subject to the continuing oversight
of the Trustees.
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Proxy Voting Policies
The Trust has adopted a proxy voting and disclosure policy that delegates to the
Advisor the authority to vote proxies for the Fund, subject to oversight by the
Trustees. Copies of the Trusts Proxy Voting and Disclosure Policy and the
Advisors Proxy Voting Policy and Procedures are included as Appendix B to
this SAI.
No later than August 31 of each year, the Fund will file Form N-PX stating how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30. Information regarding how the Fund voted proxies as set forth in its most recent filing of Form N-PX will be available (i) without charge, upon request, by calling the Fund at 1-800-637-0550; and (ii) on the SECs website at http://www.sec.gov.
Principal Holders of Voting Securities
A principal shareholder is any person who owns (either of record or beneficially)
5% or more of the outstanding shares of a Fund. A control person is one who owns,
either directly or indirectly, more than 25% of the voting securities of the Fund
or acknowledges the existence of such control. As a controlling shareholder, each
of these persons could control the outcome of any proposal submitted to the shareholders
for approval, including changes to the Funds fundamental policies or the terms
of the management agreement with the Adviser.
As of May 31, 2018, the following persons were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the Funds.
Names and Addresses | Percent of Class | Type of Ownership |
DGHM All-Cap Value Fund Institutional Class |
||
Charles Schwab
& Co. Inc.
211 Main St. San Francisco, CA 94105 |
28.89% | Record |
Mitra &
Co. FBO 98
11270 W Park Place Suite 400 Milwaukee, WI 53224 |
14.02% | Record |
Charles Schwab
& Co. Inc.
101 Montgomery St. San Francisco, CA 94104 |
10.89% | Record |
SEI Private
Trust Company
C/O Gibralter Bank Attn: Mutual Fund Administrator One Freedom Valley Dr. Oaks, PA 19456 |
9.37% | Record |
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Robert C.
Harris
507 Woodfield Rd West Hempstead, NY 11552 |
8.08% | Record |
Raymond James
& Assoc Inc.
FBO Raymond James Trust Co. PO Box 23559 St. Petersburg, FL 33742 |
6.23% | Record |
Timothy G.
Dalton, Jr.
PO Box 8570 Avon, CO 81620 |
6.15% | Record |
DGHM All-Cap Value Fund Investor Class |
||
TD Ameritrade,
Inc. FBO our customers
PO Box 2226 Omaha, NE 68103 |
9.13% | Record |
Charles Schwab
& Co. Inc.
101 Montgomery St. San Francisco, CA 94104 |
7.82% | Record |
Raymond James
& Assoc. Inc.
FBO Mutual Fund Clients 4520 Holt St. Bellaire,TX 77401 |
5.18% | Record |
Charles Schwab
& Co. Inc.
211 Main St. San Francisco, CA 94105 |
5.10% | Record |
DGHM All-Cap Value Fund C Class |
||
Raymond James
& Assoc., Inc.
CSDN/FBO May IRA 512 Sophia St. New Orleans, LA 70123 |
6.83% | Record |
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NFS LLC FEBO
its customer
499 Washington Blvd. Jersey City, NJ 07310 |
29.78% | Record |
NFS LLC FEBO
its customer
499 Washington Blvd. Jersey City, NJ 07310 |
7.31% | Record |
CR Tucker
1161 Johnson Dr. Naperville, IL 60540 |
5.13% | Record |
As of the date of this SAI, the Trustees and officers of the Trust own beneficially less than 1% of the outstanding shares of the Funds.
Investment Advisor
Information
about the Advisor, Dalton, Greiner, Hartman, Maher & Co., LLC, 565 Fifth Avenue,
Suite 2101, New York, New York 10017, and its duties and compensation as Advisor
is contained in the Prospectus. The Advisor supervises each Funds investments
pursuant to the Advisory Agreements. The Advisor was organized in 1982 as Dillon
Read Capital, the money management subsidiary of Dillon, Read & Co., Inc.,
formerly an investment bank. The Advisor is currently 80% owned by Boston Private
Financial Holdings, Inc., which is organized as a bank holding company focusing
on wealth management through private banking and investment services. The remaining
20% interest in the Advisor is employee owned.
The Advisor manages each Funds investments in accordance with the stated policies of the Fund, subject to the approval of the Trustees. The Advisor is responsible for investment decisions, and provides the Fund with portfolio managers who are authorized by the Trustees to execute purchases and sales of securities. Bruce H. Geller, Jeffrey C. Baker, Peter A. Gulli, and Donald S. Porter are primarily responsible for the day-to-day management of each Funds portfolio.
Under the Advisory Agreement, the Advisor is not liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of such agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services; or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties; or from its reckless disregard of its duties and obligations under the Advisory Agreement. The Advisory Agreements are terminable without penalty by the Trust on 60-days notice by the Trustees or by vote of a majority of the outstanding voting securities or upon 60-days notice by the Advisor. The Advisory Agreements provide that they will terminate automatically in the event of its assignment, as such term is defined in the 1940 Act.
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As full compensation for the investment advisory services provided to the All-Cap Value Fund, the Advisor is entitled to a monthly fee payable at the annual rate of 0.65% of that Funds average daily net assets. The Advisor and the Trust, on behalf of the All-Cap Value Fund, have entered into an Expense Limitation Agreement where the Advisor has agreed to waive or reduce its fees and to assume other expenses of the All-Cap Value Fund through June 30, 2019, if necessary, in amounts that limit the All-Cap Value Funds total operating expenses to 1.10% of average daily net assets of the All-Cap Value Fund. The limit does not apply to interest, taxes, brokerage commissions, other expenditures capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the All-Cap Value Funds business, dividend expense on short sales, expenses incurred under a plan of distribution adopted in accordance with Rule 12b-1 of the 1940 Act, if applicable, and expenses incurred under a shareholder servicing or administrative servicing plan, if applicable. Prior to March 22, 2016, the Adviser waived or reduced its fees, with the above exceptions, at a rate of not more than 1.50%.
In determining the All-Cap Value Funds total operating expenses, expenses that the All-Cap Value Fund would have incurred but did not actually pay because of expense offset or brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor. Additionally, fees reimbursed to the All-Cap Value Fund relating to brokerage/services arrangements shall not be taken into account in determining the All-Cap Value Funds total operating expenses so as to benefit the Advisor. Finally, the Expense Limitation Agreement excludes any acquired fund fees and expenses as that term is described in the prospectus of the All-Cap Value Fund. The Advisor may be entitled to reimbursement of fees waived or remitted by the Advisor to the All-Cap Value Fund. The total amount of reimbursement shall be the sum of all fees previously waived or reduced by the Advisor and all other payments remitted by the Advisor to the All-Cap Value Fund during any of the previous three fiscal years, less any reimbursement previously paid by the All-Cap Value Fund to the Advisor with respect to such waivers, reductions and payments. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the Fund within three fiscal years following the date the expense was incurred, provided that the Fund is able to make the repayment without exceeding the expense limitation agreement in place at the time of the waiver or reimbursement and at the time the waiver or expense reimbursement is recouped.
The Advisor received the following fees for advisory services to the All-Cap Value Fund for each of the fiscal years set forth below:
Fiscal
Year Ended
February 28, 2018 |
Fiscal
Year Ended
February 28, 2017 |
Fiscal
Year Ended
February 29, 2016 |
|
Gross Advisory Fee Earned | $78,993 | $103,033 | $244,760 |
Waivers and Reimbursements | $72,312 | $75,542 | $-0- |
Net Advisory Fee Received | $6,681 | $27,491 | $244,760 |
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As full compensation for the investment advisory services provided to the V2000 SmallCap Value Fund, the Advisor is entitled to a monthly fee payable at the annual rate of 0.80% of that Funds average daily net assets. In addition, effective October 23, 2013 with regard to the V2000 SmallCap Value Fund, the Advisor entered into an Expense Limitation Agreement where the Advisor has agreed to waive or reduce its fees and to assume other expenses of the V2000 SmallCap Value Fund through June 30, 2019, if necessary, in amounts that limit the V2000 SmallCap Value Funds total operating expenses to 0.98% of average daily net assets of the V2000 SmallCap Value Fund. The limit does not apply to interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the V2000 SmallCap Value Funds business, dividend expense on short sales, expenses incurred under a plan of distribution adopted in accordance with Rule 12b-1 of the 1940 Act, if applicable, and expenses incurred under a shareholder servicing or administrative servicing plan, if applicable. Prior to June 30, 2013, the Adviser waived or reduced its fees, with the above exceptions, at a rate of not more than 1.65%.
In determining the V2000 SmallCap Value Funds total operating expenses, expenses that the V2000 SmallCap Value Fund would have incurred but did not actually pay because of expense offset or brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor. Additionally, fees reimbursed to the V2000 SmallCap Value Fund relating to brokerage/services arrangements shall not be taken into account in determining the V2000 SmallCap Value Funds total operating expenses so as to benefit the Advisor. Finally, the Expense Limitation Agreement excludes any acquired fund fees and expenses as that term is described in the prospectus of the V2000 SmallCap Value Fund. The Advisor may be entitled to reimbursement of fees waived or remitted by the Advisor to the V2000 SmallCap Value Fund. The total amount of reimbursement shall be the sum of all fees previously waived or reduced by the Advisor and all other payments remitted by the Advisor to the V2000 SmallCap Value Fund during any of the previous three fiscal years (beginning June 30, 2010), less any reimbursement previously paid by the V2000 SmallCap Value Fund to the Advisor with respect to such waivers, reductions and payments. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the Fund within three fiscal years following the date the expense was incurred, provided that the Fund is able to make the repayment without exceeding the expense limitation agreement in place at the time of the waiver or reimbursement and at the time the waiver or expense reimbursement is recouped.
The Advisor received the following fees for advisory services to the V2000 SmallCap Value Fund for each of the fiscal years set forth below:
Fiscal
Year Ended
February 28, 2018 |
Fiscal
Year Ended
February 28, 2017 |
Fiscal
Year Ended
February 29, 2016 |
|
Gross Advisory Fee Earned | $470,739 | $345,875 | $129,254 |
Waivers and Reimbursements | $191,223 | $129,670 | $116,195 |
Net Advisory Fee Received | $279,516 | $216,205 | $13,059 |
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As full compensation for the investment advisory services provided to the MicroCap Value Fund, the Advisor is entitled to a monthly fee payable at the annual rate of 1.00 % of that Funds average daily net assets (and which is deducted proportionately from each class of shares). The Advisor and the Trust, on behalf of the MicroCap Value Fund, have entered into an Expense Limitation Agreement where the Advisor has agreed to waive or reduce its fees and to assume other expenses of the MicroCap Value Fund through June 30, 2019, if necessary, in amounts that limit the MicroCap Value Funds total operating expenses to 1.19% of average daily net assets of the MicroCap Value Fund. The limit does not apply to interest, taxes, brokerage commissions, other expenditures capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the MicroCap Value Funds business, dividend expense on short sales, expenses incurred under a plan of distribution adopted in accordance with Rule 12b-1 of the 1940 Act, if applicable, and expenses incurred under a shareholder servicing or administrative servicing plan, if applicable. In determining the MicroCap Value Funds total operating expenses, expenses that the MicroCap Value Fund would have incurred but did not actually pay because of expense offset or brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor. Additionally, fees reimbursed to the MicroCap Value Fund relating to brokerage/services arrangements shall not be taken into account in determining the MicroCap Value Funds total operating expenses so as to benefit the Advisor. Finally, the Expense Limitation Agreement excludes any acquired fund fees and expenses as that term is described in the prospectus of the MicroCap Value Fund. The Advisor may be entitled to fees waived or reimbursed by the Advisor. The total amount of reimbursement shall be the sum of all fees previously waived or reduced by the Advisor and all other payments remitted by the Advisor to the MicroCap Value Fund during any of the previous three fiscal years less any reimbursement previously paid by the MicroCap Value Fund to the Advisor with respect to such waivers, reductions and payments. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the MicroCap Value Fund within three fiscal years following the date the expense was incurred, provided that the MicroCap Value Fund is able to make the repayment without exceeding the expense limitation agreement in place at the time of the waiver or reimbursement and at the time the waiver or expense reimbursement is recouped.
The Adviser received the following fees for advisory services to the MicroCap Value Fund for the period set forth below:
Fiscal
Year Ended
February 28, 2018 |
June
1, 2016
(1)
to
February 28, 2017 |
|
Gross Advisory Fee Earned | $242,414 | $149,354 |
Waivers and Reimbursements | $123,556 | $58,013 |
Net Advisory Fee Received | $118,858 | $91,341 |
(1) |
Inception
date of the MicroCap Value Fund
.
|
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Portfolio Managers
Compensation
The portfolio managers
compensation varies with the general success of the Advisor as a firm. Each portfolio
managers compensation consists of a fixed annual salary, plus additional remuneration
based on the Advisors assets under management. The portfolio managers
compensation is not directly linked to each Funds performance, although positive
performance and growth in managed assets are factors that may contribute to the
Advisors distributable profits and assets under management.
Ownership of Fund Shares
The table below
shows the amount of Funds equity securities beneficially owned by each portfolio
manager as of February 28, 2018 and stated as one of the following ranges: A = None;
B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000;
F = $500,001-$1,000,000; and G = over $1,000,000.
Name of Portfolio Manager |
Dollar
Range of Equity Securities
in the DGHM All-Cap Value Fund/V2000 SmallCap Value/MicroCap Value |
Bruce H. Geller | E/E/F |
Jeffrey C. Baker | D/C/E |
Peter A. Gulli | A/B/A |
Donald S. Porter | C/B/C |
Other Accounts
In addition to the Funds,
the portfolio managers are responsible for the day-to-day management of certain
other accounts. The table below shows the number of, and total assets in, such other
accounts as of February 28, 2018:
Portfolio
Management Team |
Registered Investment
Companies |
Other Pooled
Investment Vehicles |
Other Accounts | |||
Number
of
Accounts |
Total
Assets * |
Number
of
Accounts |
Total
Assets * |
Number
of
Accounts |
Total
Assets * |
|
Bruce H. Geller | 0 | $0 | 11 | $56 | 83 | $1,782 |
Accounts where
compensation is based upon account performance |
0 | $0 | 3 | $36 | 11 | $291 |
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Portfolio
Management Team |
Registered Investment
Companies |
Other Pooled
Investment Vehicles |
Other Accounts | |||
Number of
Accounts |
Total
Assets * |
Number of
Accounts |
Total
Assets * |
Number of
Accounts |
Total
Assets * |
|
Peter A. Gulli | 0 | $0 | 11 | $56 | 83 | $1,782 |
Accounts where
compensation is based upon account performance |
0 | $0 | 3 | $36 | 11 | $291 |
Portfolio
Management Team |
Registered Investment
Companies |
Other Pooled
Investment Vehicles |
Other Accounts | |||
Number
of
Accounts |
Total
Assets* |
Number
of
Accounts |
Total
Assets* |
Number
of
Accounts |
Total
Assets * |
|
Jeffrey C. Baker | 0 | $0 | 11 | $56 | 83 | $1,782 |
Accounts where
compensation is based upon account performance |
0 | $0 | 3 | $36 | 11 | $291 |
Portfolio
Management Team |
Registered Investment
Companies |
Other Pooled
Investment Vehicles |
Other Accounts | |||
Number
of
Accounts |
Total
Assets * |
Number
of
Accounts |
Total
Assets * |
Number
of
Accounts |
Total
Assets * |
|
Donald S. Porter | 0 | $0 | 11 | $56 | 83 | $1,782 |
Accounts where
compensation is based upon account performance |
0 | $0 | 3 | $36 | 11 | $291 |
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Conflicts of Interests
The portfolio
managers management of other accounts may give rise to potential
conflicts of interest in connection with their management of each Funds investments,
on the one hand, and the investments of the other accounts, on the other. The other
accounts include hedge funds, separately managed private clients and discretionary
401(k) accounts (Other Accounts). The Other Accounts might have similar
investment objectives as the Fund, be compared to the same index as the Fund, or
otherwise hold, purchase, or sell securities that are eligible to be held, purchased,
or sold by the Fund.
|
Knowledge
of the Timing and Size of Fund Trades
: A potential conflict of interest may
arise as a result of the portfolio managers day-to-day management of the Fund.
The portfolio managers know the size and timing of trades for the Fund and the Other
Accounts, and may be able to predict the market impact of Fund trades. It is theoretically
possible that the portfolio managers could use this information to the advantage
of Other Accounts they manage and to the possible detriment of the Fund, or vice
versa.
|
|
|
Investment
Opportunities:
The Advisor provides investment supervisory services for a number
of investment products that have varying investment guidelines. The same portfolio
management team works across all investment products. Differences in the compensation
structures of the Advisors investment products may give rise to a conflict
of interest by creating an incentive for the Advisor to allocate the investment
opportunities it believes might be the most profitable to the client accounts where
it might benefit the most from the investment gains.
|
Administrator, Fund Accountant and
Transfer Agent
Pursuant to a Fund Services Agreement, Commonwealth Fund
Services, Inc. (CFS), 8730 Stony Point Parkway, Suite 205, Richmond, Virginia
23235, serves as the Funds administrator, transfer agent and accounting agent.
In its capacity as administrator, CFS supervises all aspects of the operations of the Funds except those performed by the Advisor. CFS will provide certain administrative services and facilities for the Funds, including preparing and maintaining certain books, records, and monitoring compliance with state and federal regulatory requirements. CFS, as administrative agent for the Funds, will provide shareholder, recordkeeping, administrative and blue-sky filing services.
As transfer agent, CFS provides certain shareholder and other services to the Funds, including furnishing account and transaction information and maintaining shareholder account records. CFS will be responsible for processing orders and payments for share purchases. CFS will mail proxy materials (and receive and tabulate proxies), shareholder reports, confirmation forms for purchases and redemptions and prospectuses to shareholders. CFS will disburse income dividends and capital distributions and prepare and file appropriate tax-related information concerning dividends and distributions to shareholders.
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CFS also provides accounting services to the Funds. CFS will be responsible for accounting relating to the Funds and their investment transactions; maintaining certain books and records of the Funds; determining daily the net asset value per share of the Funds; and preparing security position, transaction and cash position reports. CFS also monitors periodic distributions of gains or losses on portfolio sales and maintains a daily listing of portfolio holdings. CFS is responsible for providing expenses accrued and payment reporting services, tax-related financial information to the Trust, and for monitoring compliance with the regulatory requirements relating to maintaining accounting records.
CFS receives, for administrative services, an asset-based fee computed daily and paid monthly on the average daily net assets of the Funds, subject to a minimum fee plus out-of-pocket expenses. CFS receives, for transfer agency services, per account fees computed daily and paid monthly, subject to a minimum fee plus out-of-pocket expenses. CFS receives, for fund accounting services, an asset-based fee, computed daily and paid monthly on the average daily net assets of the Fund, subject to a minimum fee plus out-of-pocket expenses.
The following table provides information regarding transfer agent, fund accounting and administrative services fees paid by the Funds during the periods indicated.
All-Cap Value Fund
Fiscal Period Ended |
Fees
Paid for Transfer
Agent Services |
Fees
Paid for
Accounting Services |
Fees
Paid for
Administrative Services |
February 28, 2018 | $17,254 | $15,001 | $15,212 |
February 28, 2017 | $18,157 | $15,000 | $15,851 |
February 29, 2016 | $27,592 | $18,828 | $37,655 |
V2000 SmallCap Value Fund
Fiscal Period Ended |
Fees
Paid for Transfer
Agent Services |
Fees
Paid for
Accounting Services |
Fees
Paid for
Administrative Services |
February 28, 2018 | $26,253 | $25,360 | $41,423 |
February 28, 2017 | $21,389 | $18,291 | $30,049 |
February 29, 2016 | $16,006 | $15,141 | $15,142 |
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MicroCap Value Fund
Fiscal Period Ended |
Fees
Paid for Transfer
Agent Services |
Fees
Paid for
Accounting Services |
Fees
Paid for
Administrative Services |
February 28, 2018 | $18,351 | $24,835 | $17,497 |
February 28, 2017 (1) | $9,698 | $10,790 | $11,033 |
(1) |
For the
period June 1, 2016 (inception date of the MicroCap Value Fund) to February 28,
2017.
|
Custodian
Fifth Third Bank
(the Custodian), 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as the
custodian of each Funds assets. The Custodian has entered into a foreign sub-custody
arrangement with The Bank of New York, as the approved foreign custody manager (the
Delegate) to perform certain functions with respect to the custody of each Funds assets outside of the United States of America. The Delegate shall place
and maintain each Funds assets with an eligible foreign custodian; provided
that, the Delegate shall be required to determine that each Funds assets will
be subject to reasonable care based on the standards applicable to custodians in
the relevant market.
Distributor
The Funds will
conduct a continuous offering of their securities. First Dominion Capital Corp.
(FDCC or Distributor), 8730 Stony Point Parkway, Suite 205, Richmond,
Virginia 23235 acts as each Funds principal underwriter and distributor. The
Distributor is obligated to sell the shares of the Funds on a best efforts basis
only against purchase orders for the shares. Shares of the Funds are offered to
the public on a continuous basis. Under the Distribution Agreement, the Distributor
serves as the Funds principal underwriter and acts as exclusive agent for
the Funds in selling their shares to the public on a best efforts basis
and then only in respect to orders placed that is, the Distributor is under
no obligations to sell any specific number of shares. The continuance of the Distribution
Agreement must be specifically approved at least annually (i) by the vote of the
Trustees or by a vote of the shareholders of the Funds and (ii) by the vote of a
majority of the Trustees who are not interested persons of the Trust and have
no direct or indirect financial interest in the operations of the Distribution Agreement
or any related agreement, cast in person at a meeting called for the purpose of
voting on such approval.
The following is information on commissions received by FDCC: For the fiscal year ended February 29, 2016, FDCC received $0 in commissions and underwriting fees from the sale of Fund shares. For the fiscal year ended February 28, 2017, FDCC received $0 in commissions and underwriting fees from the sale of Fund shares. For the fiscal year ended February 28, 2018, FDCC received $0 in commissions and underwriting fees from the sale of Fund shares. Shares redeemed subject to a CDSC will receive a
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lower redemption value per share. For the fiscal year ended February 29, 2016, FDCC received $30 of CDSC fees. For the fiscal year ended February 28, 2017, FDCC received $273 of CDSC fees. For the fiscal year ended February 28, 2018, FDCC received $12 of CDSC fees.
For its underwriting services the Distributor may receive compensation from the Funds 12b-1 Plans to the extent such plans generate sufficient fees to compensate for these services; otherwise the Funds Advisor is responsible for payment of such underwriting services.
Independent Registered Public Accounting
Firm
The Trustees have selected the firm of Cohen & Company, Ltd.,
1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115 to serve as the independent
registered public accounting firm for the Funds for the current fiscal year and
to audit the annual financial statements of the Funds, and prepare each Funds
federal, state, and excise tax returns. The independent registered public accounting
firm will audit the financial statements of the Funds at least once each year. Shareholders
will receive annual audited and semi-annual (unaudited) reports when published and
written confirmation of all transactions in their account. A copy of the most recent
Annual Report will accompany the SAI whenever a shareholder or a prospective investor
requests it.
Legal Counsel
Practus,
LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, KS 66211, serves as legal
counsel to the Trust and the Funds.
Distribution Plans
The
Funds have adopted Distribution Plans (Plan) pursuant to Rule 12b-1
of the 1940 Act (see Management of the Fund Distributor in the
Prospectus) with respect to Investor Class and Class C shares of the Funds. As required
by Rule 12b-1, the Plans (together with the Distribution Agreement) have been approved
by the Trustees and separately by a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in the
operation of the Plans and the Distribution Agreement. Potential benefits of the
Plans to the Funds include improved shareholder services, savings to the Funds in
transfer agency costs, savings to the Funds in advisory fees and other expenses,
benefits to the investment process through growth and stability of assets, and maintenance
of a financially healthy management organization. The continuation of the Plans
must be considered by the Trustees annually. The Board has concluded that there
is a reasonable likelihood that the 12b-1 Plans will benefit the Funds. It is anticipated
that the 12b-1 Plans will benefit shareholders because an effective sales program
typically is necessary for the Funds to reach and maintain a sufficient size to
achieve efficiently its investment objectives and to realize economies of scale.
Under the Plans, the Funds may expend up to 0.25% and 1.00% of the Investor Class shares and Class C shares of each of the Funds, respectively, average daily net assets annually to finance any activity primarily intended to result in the sale of shares of the Funds and the servicing of shareholder accounts, provided the Trustees have approved the category of expenses for which payment is being
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made. Such expenditures, paid as service fees to any person who sells the Funds shares, may not exceed 0.25% of the Funds average annual net asset value. Institutional Class shares are sold without the imposition of a 12b-1 fee.
The Plans are a type of plan known as a compensation plan because payments are made for services rendered to the Fund with respect to Fund shares regardless of the level of expenditures made by each Funds distributor. The Trustees will, however, take into account such expenditures for purposes of reviewing operations under the Plan and considering the annual renewal of the Plans. FDCC has indicated that it expects its expenditures to include, without limitation: (i) the printing and mailing to prospective investors of Fund prospectuses, statements of additional information, any supplements thereto, and shareholder reports; (ii) those relating to the development, preparation, printing, and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to shares of the Funds; (iii) holding seminars and sales meetings designed to promote the distribution of the Funds shares; (iv) obtaining information and providing explanations to wholesale and retail distributors of the Funds investment objectives and policies and other information about the Funds; (v) training sales personnel regarding the shares of the Funds; and (vi) financing any other activity that each Funds distributor determines is primarily intended to result in the sale of shares of the Fund. The Funds distributor may also use a portion of the 12b-1 fees received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the sale of Fund shares.
The table below shows the amount of Rule 12b-1 fees incurred by the Funds and the allocation of such fees by the respective Fund for the fiscal year ended February 28, 2018:
Advertising |
Compensation
to Distributor |
Platform Fees |
Compensation
to
Broker/Dealers |
Total Rule
12b-1 fees incurred |
|
All-Cap Value Fund | $-0- | $-0- | $5,234 | $32,173 | $37,407 |
V2000 SmallCap Value Fund | $-0- | $-0- | $846 | $0 | $846 |
MicroCap Value Fund | $-0- | $-0- | $644 | $139 | $783 |
Additional Purchase and Redemption Information
Reference is made to How to Buy Shares and How to Sell Shares in the Prospectus for more information concerning how to purchase and redeem shares. The following information supplements the information regarding share purchases and share redemptions in the Prospectus:
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Purchases
Shares of the
Fund are offered and sold on a continuous basis and may be purchased through authorized
dealers or directly by contacting FDCC or the Fund directly. Selling dealers have
the responsibility of transmitting orders promptly to the Fund. The purchase price
of shares of the Fund is based on the net asset value next determined after the
order is received, subject to the order being accepted by the Fund in good form.
Net asset value is normally determined at the time regular trading closes on the
NYSE on days the NYSE is open for regular trading (currently 4:00 p.m. Eastern Time,
Monday through Friday, except when the NYSE closes earlier), as described under
Net Asset Value above. The net asset value per share of the Fund is
not calculated on business holidays when the NYSE is closed. An order received prior
to the time regular trading closes on the NYSE will be executed at the price calculated
on the date of receipt and an order received after the time regular trading closes
on the NYSE will be executed at the price calculated as of that time on the next
business day.
The Fund reserves the right in its sole discretion to (i) suspend the offering of its shares; (ii) reject purchase orders when in the judgment of management such rejection is in the best interest of the Fund and its shareholders; and (iii) reduce or waive the minimum for initial and subsequent investments under circumstances where certain economies can be achieved in sales of Fund shares.
Sales Charges
The public
offering price of Investor Class shares, the Institutional Class shares and the
Class C shares of the Funds equals net asset value. No front-end sales charge is
imposed with respect to any of the shares of the Funds.
From time to time dealers who receive dealer discounts and brokerage commissions from FDCC may reallow all or a portion of such dealer discounts and brokerage commissions to other dealers or brokers. Pursuant to the terms of the Funds distribution arrangements with FDCC, the sales charge payable to FDCC and the dealer discounts may be suspended, terminated, or amended.
Dealers
FDCC and/or the
Advisor, at their own expense, may provide compensation to dealers in connection
with sales of shares of the Fund. Compensation may include financial assistance
to dealers in connection with conferences, sales, or training programs for their
employees, seminars for the public, advertising campaigns regarding the Fund, and/or
other dealer sponsored special events. In some instances, this compensation may
be made available only to certain dealers whose representatives have sold or are
expected to sell a significant amount of such shares. Compensation may include payment
for travel expenses, including lodging, incurred in connection with trips taken
by invited registered representatives and members of their families to locations
within or outside of the United States for meetings or seminars of a business nature.
Dealers may not use sales of the Fund shares to qualify for this compensation to
the extent such may be prohibited by the laws of any state or any self- regulatory
organization, such as the FINRA. None of the aforementioned compensation is paid
for by the Funds or their shareholders.
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Redemptions
Under the 1940
Act, the Funds may suspend the right of redemption or postpone the date of payment
for shares during any period when (i) trading on the NYSE is restricted by applicable
rules and regulations of the SEC; (ii) the NYSE is closed for other than customary
weekend and holiday closings; (iii) the SEC has by order permitted such suspension;
or (iv) an emergency exists as determined by the SEC. The Funds may also suspend
or postpone the recordation of the transfer of shares upon the occurrence of any
of the foregoing conditions. In addition to the situations described in the Prospectus,
the Funds may redeem shares involuntarily to reimburse the Fund for any loss sustained
by reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder, to collect any charge relating to a transaction effected for
the benefit of a shareholder which is applicable to Fund shares as provided in the
Prospectus from time to time, or to close a shareholders account if a Fund
is unable to verify the shareholders identity. Such redemptions will not be
subject to an otherwise applicable contingent deferred sales charge.
Special Shareholder Services
Regular Account
The regular
account allows for voluntary investments to be made at any time. Available to individuals,
custodians, corporations, trusts, estates, corporate retirement plans, and others,
investors are free to make additions to or withdrawals from their account. When
an investor makes an initial investment in a Fund, a shareholder account is opened
in accordance with the investors registration instructions. Each time there
is a transaction in a shareholder account, such as an additional investment or the
reinvestment of a dividend or distribution, the shareholder will receive a confirmation
statement showing the current transaction and all prior transactions in the shareholder
account during the calendar year to date, along with a summary of the status of
the account as of the transaction date. As stated in the Prospectus, share certificates
are normally not issued.
Automatic Investment Plan
The automatic investment plan enables shareholders to make regular monthly or
quarterly investments in shares through automatic charges to their checking account.
With shareholder authorization and bank approval, CFS will automatically charge
the checking account for the amount specified ($100 minimum) which will be automatically
invested in shares at the public offering price on or about the 21st day of the
month. The shareholder may change the amount of the investment or discontinue the
plan at any time by writing to the applicable Fund.
Purchases in Kind
A Fund
may accept securities in lieu of payment for the purchase of shares in such Fund.
The acceptance of such securities is at the sole discretion of the Advisor based
upon the suitability of the securities accepted for inclusion as a long-term investment
of the Fund, the marketability of such securities, and other factors that the Advisor
may deem appropriate. If accepted, the securities will be valued using the same
criteria and methods as described in the Prospectus.
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Involuntary Redemptions
In addition to the situations described in the Prospectus under Redeeming Shares, the Fund may redeem shares involuntarily to reimburse the Fund for any loss
sustained by reason of the failure of a shareholder to make full payment for shares
purchased by the shareholder or to collect any charge relating to a transaction
effected for the benefit of a shareholder which is applicable to Fund shares as
provided in the Prospectus from time to time or to close a shareholders account
if the Fund is unable to verify the shareholders identity.
Systematic Withdrawal Plan
Shareholders owning shares with a value of $2,000 or more may establish a systematic
withdrawal plan (Systematic Withdrawal Plan). A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March, June, September, and December) in order
to make the payments requested. The Funds have the capability of electronically
depositing the proceeds of the systematic withdrawal directly to the shareholders
personal bank account ($5,000 minimum per bank wire). Instructions for establishing
this service are included in the Fund Shares Application, enclosed in the Prospectus,
or are available by calling the Fund. If the shareholder prefers to receive systematic
withdrawal proceeds in cash, or if such proceeds are less than the $5,000 minimum
for a bank wire, checks will be made payable to the designated recipient and mailed
within seven days of the valuation date. If the designated recipient is other than
the registered shareholder, the signature of each shareholder must be guaranteed
on the application (see Redeeming Shares Signature Guarantees
in the Prospectus). A corporation (or partnership) must also submit a Corporate
Resolution (or Certification of Partnership) indicating the names,
titles, and required number of signatures authorized to act on its behalf. The application
must be signed by a duly authorized officer(s) and the corporate seal affixed. No
redemption fees are charged to shareholders under this plan. Costs in conjunction
with the administration of the plan are borne by the Funds. Shareholders should
be aware that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or losses.
The Systematic Withdrawal Plan may be terminated at any time by a Fund upon 60-days written notice or by a shareholder upon written notice to the Fund. Applications
and further details may be obtained by calling the Fund at
1-800-673-0550
or by writing to:
[Insert Name of Fund and
Class of Shares]
c/o Commonwealth Fund Services, Inc.
8730 Stony Point
Parkway, Suite 205
Richmond, Virginia 23235
Redemptions in Kind
The
Funds do not intend, under normal circumstances, to redeem its securities by payment
in kind. It is possible, however, that conditions may arise in the future which
would, in the opinion of the Trustees, make it undesirable for a Fund to pay for
all redemptions in cash. In such case the Trustees
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may authorize payment to be made in readily marketable portfolio securities of the Fund. Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing the net asset value per share. Shareholders receiving them would incur brokerage costs when these securities are sold. An irrevocable election has been filed under Rule 18f 1 of the 1940 Act, wherein the Funds committed to pay redemptions in cash, rather than in kind, to any shareholder of record of a Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Funds net asset value at the beginning of such period.
Transfer of Registration
To transfer shares to another owner, send a written request to the Fund at the address
shown above. Your request should include the following: (i) the Fund name and existing
account registration; (ii) signature(s) of the registered owner(s) exactly as the
signature(s) appear(s) on the account registration; (iii) the new account registration,
address, social security or taxpayer identification number, and how dividends and
capital gains are to be distributed; (iv) signature guarantees (See the Prospectus
under the heading Signature Guarantees); and (v) any additional documents
which are required for transfer by corporations, administrators, executors, trustees,
guardians, etc. If you have any questions about transferring shares, call or write
the Fund.
Other Information
If an
investor realizes a gain on the redemption, the reinvestment will not affect the
amount of any federal capital gains tax payable on the gain. If an investor realizes
a loss on the redemption, the reinvestment may cause some or all of the loss to
be disallowed as a tax deduction, depending on the number of shares purchased by
reinvestment and the period of time that has elapsed after the redemption, although
for tax purposes, the amount disallowed is added to the cost of the shares acquired
upon the reinvestment.
Disclosure of Portfolio Holdings
This Disclosure of Portfolio Securities Holdings Policy (the Policy) shall govern the disclosure of the portfolio securities holdings of each series (individually and collectively the Fund or Funds) of the World Funds Trust (the Trust). The Trust maintains this Policy to ensure that disclosure of information about portfolio securities is in the best interests of the Fund and the Funds shareholders. The Board reviews these policies and procedures as necessary and compliance will be periodically assessed by the Board in connection with a report from the Trusts Chief Compliance Officer. In addition, the Board has reviewed and approved the provision of portfolio holdings information to entities described below that may be prior to and more frequently than the public disclosure of such information (i.e., non-standard disclosure). The Board has also delegated authority to the officers of the Trust and Advisor to provide such information in certain circumstances (see below).
The Trust is required by the SEC to file its complete portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with the Trusts annual and semi-annual reports on Form N-CSR for the second and fourth fiscal quarters and on Form N-Q for the first and third fiscal quarters. The
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portfolio holdings information provided in these reports is as of the end of the respective quarter. Form N-CSR must be filed with the SEC no later than ten (10) calendar days after the Trust transmits its annual or semi-annual report to its shareholders. Form N-Q must be filed with the SEC no later than sixty (60) calendar days after the end of the applicable quarter.
Additionally, the Trusts service providers which have contracted to provide services to the Trust and its funds, including, for example, the custodian, fund accountants, and other service providers assisting with materials utilized in the Boards 15c processes, that require portfolio holdings information in order to perform those services, may receive non-standard disclosure. Non-standard disclosure of portfolio holdings information may also be provided to a third-party when the Trust has a legitimate business purpose for doing so. The Trust has the following ongoing arrangements with certain third parties to provide the Funds portfolio holdings information:
1. |
to the
Trusts auditors within sixty (60) days after the applicable fiscal period
or other periods as necessary for use in providing audit opinions and other advice
related to financial, regulatory, or tax reporting;
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2. |
to financial
printers within sixty (60) days after the applicable fiscal period for the purpose
of preparing Trust regulatory filings; and
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to the
Trusts administrator, custodian, transfer agent and accounting services provider
on a daily basis in connection with their providing services to the Fund.
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The Trusts service providers may also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities. Additionally, the Advisor may establish ongoing arrangements with certain third parties to provide the Funds portfolio holdings information that the Advisor determines that the Fund has a legitimate business purpose for doing so and the recipient is subject to a duty of confidentiality. These third parties may include:
1. |
financial
data processing companies that provide automated data scanning and monitoring services
for the Funds;
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2. |
research
companies that allow the Advisor to perform attribution analysis for the Funds;
and
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3. |
the Advisors proxy voting agent to assess and vote proxies on behalf of the Funds.
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From time to time, employees of the Advisor may express their views orally or in writing on the Funds portfolio securities or may state that the Funds have recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Funds most recent quarter-end and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio holdings. These views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries
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that sell shares of the Fund, shareholders in the Funds, persons considering investing in the Funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which the Advisor may determine. The nature and content of the views and statements provided to each of these persons may differ. From time to time, employees of the Advisor also may provide oral or written information (portfolio commentary) about the Fund, including, but not limited to, how the Funds investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. The Advisor may also provide oral or written information (statistical information) about various financial characteristics of the Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the Fund may be based on the Funds portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
Additionally, employees of the Advisor may disclose one or more of the portfolio securities of the Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds portfolio securities. The Advisor does not enter into formal non-disclosure or confidentiality agreements in connection with these situations; however, the Fund would not continue to conduct business with a person who the Advisor believed was misusing the disclosed information.
The Advisor or its affiliates may manage products sponsored by companies other than itself, including investment companies, offshore funds, and separate accounts and affiliates of the Advisor may provide investment related services, including research services, to other companies, including other investment companies, offshore funds, institutional investors and other entities. In each of these instances, the sponsors of these other companies and the affiliates of the Advisor may receive compensation for their services. In many cases, these other products may be managed in a similar fashion to the Fund and thus have similar portfolio holdings, and the other investment related services provided by affiliates of the Advisor may involve disclosure of information that is also utilized by the Advisor in managing the Fund. The sponsors of these other products may disclose the portfolio holdings of their products at different times than the Advisor discloses portfolio holdings for the Fund, and affiliates of the Advisor may provide investment related services to its clients at times that are different than the times disclosed to the Fund.
The Trust and the Advisor currently have no other arrangements for the provision of non-standard disclosure to any party or shareholder. Other than the non-standard disclosure discussed above, if a third-party requests specific, current information regarding the Funds portfolio holdings, the Trust will refer the third-party to the latest regulatory filing.
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All of the arrangements above are subject to the policies and procedures adopted by the Board to ensure such disclosure is for a legitimate business purpose and is in the best interests of the Trust and its shareholders. The Trusts CCO is responsible for monitoring the use and disclosure of information relating to Portfolio Securities. Although no material conflicts of interest are believed to exist that could disadvantage the Fund and its shareholders, various safeguards have been implemented to protect the Fund and its shareholders from conflicts of interest, including: the adoption of Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act designed to prevent fraudulent, deceptive or manipulative acts by officers and employees of the Trust, the Advisor and the Distributor in connection with their personal securities transactions; the adoption by the Advisor and Distributor of insider trading policies and procedures designed to prevent their employees misuse of material non-public information; and the adoption by the Trust of a Code of Ethics for Officers that requires the Chief Executive Officer and Chief Financial Officer of the Trust to report to the Board any affiliations or other relationships that could potentially create a conflict of interest with the Fund. There may be instances where the interests of the Trusts shareholders respecting the disclosure of information about portfolio holdings may conflict or appear to conflict with the interests of the Advisor, any principal underwriter for the Trust or an affiliated person of the Trust, the Advisor or the Distributor. In such situations, the conflict must be disclosed to the Board and the Board will attempt to resolve the situation in a manner that it deems in the best interests of the Fund.
Affiliated persons of the Trust who receive non-standard disclosure are subject to restrictions and limitations on the use and handling of such information, including requirements to maintain the confidentiality of such information, pre-clear securities trades and report securities transactions activity, as applicable. Except as provided above, affiliated persons of the Trust and third party service providers of the Trust receiving such non-standard disclosure will be instructed that such information must be kept confidential and that no trading on such information should be allowed.
Neither the Trust, the Fund, nor the Advisor receives compensation or other consideration in connection with the non-standard disclosure of information about portfolio securities.
Net Asset Value
The net asset value and net asset value per share of each class of shares of a Fund (Class) normally is determined at the time regular trading closes on the NYSE (currently 4:00 p.m., New York time, Monday through Friday), except when the NYSE closes earlier. Each Funds net asset value is not calculated on business holidays when the NYSE is closed. The NYSE generally recognizes the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Any other holiday recognized by the NYSE will be deemed a business holiday on which the net asset value of the Fund will not be calculated.
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In computing each Funds net asset value, all liabilities incurred or accrued are deducted from its total assets. The resulting net assets are divided by the number of shares of the Fund outstanding at the time of the valuation and the result is the net asset value per share of the Fund.
Values are determined according to accepted accounting practices and all laws and regulations that apply. The assets of a Fund are valued as follows:
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Securities
that are traded in the over-the-counter market and securities that are listed on
a securities exchange are valued at the last quoted sales price at the time the
valuation is made. Price information on listed securities is taken from the exchange
where the security is primarily traded by the Fund.
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Securities
that are traded in the over-the-counter market and securities that are listed on
an exchange which are not traded on the valuation date are valued at the most recent
bid price.
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Unlisted
securities for which market quotations are readily available are valued at the latest
quoted sales price, if available, at the time of valuation, otherwise, at the latest
quoted bid price.
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Temporary
cash investments with maturities of 60 days or less will be valued at amortized
cost, which approximates market value.
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Securities
for which no current quotations are readily available are valued at fair value as
determined in good faith using methods approved by the Trustees. Securities may
be valued on the basis of prices provided by a pricing service when such prices
are believed to reflect the fair market value of such securities.
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Subject to the provisions of the Trust Instrument determinations by the Trustees as to the direct and allocable liabilities, and the allocable portion of any general assets, with respect to the Fund and the classes of a Fund are conclusive.
The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees. In valuing each Funds total assets, portfolio securities are generally valued at their market value. Instruments with maturities of sixty days or less are valued at amortized costs, which approximates market value. Securities and assets for which representative market quotations are not readily available are valued at fair value as determined in good faith under policies approved by the Trustees.
Additional Tax Information
The following discussion is a summary of certain U.S. federal income tax considerations affecting the Funds and their shareholders. The discussion reflects applicable federal income tax laws of the U.S. as
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of the date of this SAI, which tax laws may be changed or subject to new interpretations by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. income, estate or gift tax, or foreign, state or local tax concerns affecting a Fund and its shareholders (including shareholders owning large positions in a Fund). The discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisors to determine the tax consequences to them of investing in a Fund.
In addition, no attempt is made to address tax concerns applicable to an investor with a special tax status such as a financial institution, real estate investment trust, insurance company, regulated investment company (RIC), individual retirement account, other tax-exempt entity, dealer in securities or non-U.S. investor. Furthermore, this discussion does not reflect possible application of the alternative minimum tax (AMT). Unless otherwise noted, this discussion assumes shares of the Funds are held by U.S. shareholders and that such shares are held as capital assets.
A U.S. shareholder is a beneficial owner of shares of the Funds that is for U.S. federal income tax purposes:
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a citizen
or individual resident of the United States (including certain former citizens and
former long-term residents);
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a corporation
or other entity treated as a corporation for U.S. federal income tax purposes, created
or organized in or under the laws of the United States or any state thereof or the
District of Columbia;
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an estate,
the income of which is subject to U.S. federal income taxation regardless of its
source; or
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a trust
with respect to which a court within the United States is able to exercise primary
supervision over its administration and one or more U.S. shareholders have the authority
to control all of its substantial decisions or the trust has made a valid election
in effect under applicable Treasury regulations to be treated as a U.S. person.
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A Non-U.S. shareholder is a beneficial owner of shares of the Funds that is an individual, corporation, trust or estate and is not a U.S. shareholder. If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of the Funds, the tax treatment of a partner in the partnership generally depends upon the status of the partner and the activities of the partnership. A prospective shareholder who is a partner of a partnership holding the Funds shares should consult its tax advisors with respect to the purchase, ownership and disposition of its Fund shares.
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Taxation as a RIC
Each Fund intends to qualify and remain qualified as a RIC under the Internal Revenue Code of 1986, as amended (the Internal Revenue Code). Each Fund will qualify as a RIC if, among other things, it meets the source-of-income and the asset-diversification requirements. With respect to the source-of-income requirement, a Fund must derive in each taxable year at least 90% of its gross income (including tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such shares, securities or currencies and (ii) net income derived from an interest in a qualified publicly traded partnership. A qualified publicly traded partnership is generally defined as a publicly traded partnership under Internal Revenue Code section 7704. However, for these purposes, a qualified publicly traded partnership does not include a publicly traded partnership if 90% or more of its income is described in (i) above. Income derived from a partnership (other than a qualified publicly traded partnership) or trust is qualifying income to the extent such income is attributable to items of income of the partnership or trust which would be qualifying income if realized by the Fund in the same manner as realized by the partnership or trust.
If a RIC fails this 90% income test it is no longer subject to a penalty as long as such failure is inadvertent. Instead, such RIC is only required to pay the tax the amount of shortfall to the amount that would have satisfied the 90% income test.
With respect to the asset-diversification requirement, each Fund must diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other securities, if such other securities of any one issuer do not represent more than 5% of the value of the Funds total assets or more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Funds total assets is invested in the securities other than U.S. government securities or the securities of other RICs of (a) one issuer, (b) two or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses, or (c) one or more qualified publicly traded partnerships.
If a RIC fails this asset-diversification test, such RIC, in addition to other cure provisions previously permitted, has a 6-month period to correct any failure without incurring a penalty if such failure is de minimis. Such cure right is similar to that previously and currently permitted for a REIT.
If a RIC fails this asset-diversification test and the failure is not de minimis, a RIC can cure failure if: (a) the RIC files with the Treasury Department a description of each asset that causes the RIC to fail the diversification tests; (b) the failure is due to reasonable cause and not willful neglect; and (c) the failure is cured within six months (or such other period specified by the Treasury). In such cases, a tax is imposed on the RIC equal to the greater of: (a) $50,000 or (b) an amount determined by multiplying the highest rate of tax (currently 21%) by the amount of net income generated during the period of diversification test failure by the assets that caused the RIC to fail the diversification test.
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If a Fund qualifies as a RIC and distributes to its shareholders, for each taxable year, at least 90% of the sum of (i) its investment company taxable income as that term is defined in the Internal Revenue Code (which includes, among other things, dividends, taxable interest, the excess of any net short-term capital gains over net long-term capital losses and certain net foreign exchange gains as reduced by certain deductible expenses) without regard to the deduction for dividends paid, and (ii) the excess of its gross tax-exempt interest, if any, over certain deductions attributable to such interest that are otherwise disallowed, the Fund will be relieved of U.S. federal income tax on any income of the Fund, including long-term capital gains, distributed to shareholders. However, any ordinary income or capital gain retained by a Fund will be subject to U.S. federal income tax at regular corporate federal income tax rates (currently at a maximum rate of 21%). The Fund intends to distribute at least annually substantially all of its investment company taxable income, net tax-exempt interest, and net capital gain.
The Funds will generally be subject to a nondeductible 4% federal excise tax on the portion of their undistributed ordinary income with respect to each calendar year and undistributed capital gains if they fail to meet certain distribution requirements with respect to the one-year period ending on October 31 in that calendar year. In order to avoid the 4% federal excise tax, the required minimum distribution is generally equal to the sum of (i) 98% of a Funds ordinary income (computed on a calendar year basis), (ii) 98.2% of a Funds capital gain net income (generally computed for the one-year period ending on October 31) and (iii) any income realized, but not distributed, and on which we paid no federal income tax in preceding years. The Funds generally intend to make distributions in a timely manner in an amount at least equal to the required minimum distribution and therefore, under normal market conditions, do not expect to be subject to this excise tax.
The Funds may be required to recognize taxable income in circumstances in which they do not receive cash. For example, if a Fund holds debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment in kind interest or, in certain cases, with increasing interest rates or that are issued with warrants), the Fund must include in income each year a portion of the original issue discount that accrues over the life of the obligation regardless of whether cash representing such income is received by the Fund in the same taxable year. Because any original issue discount accrued will be included in a Funds investment company taxable income (discussed below) for the year of accrual, the Fund may be required to make a distribution to its shareholders to satisfy the distribution requirement, even though it will not have received an amount of cash that corresponds with the income earned.
A RIC is permitted to carry forward net capital losses indefinitely and may allow losses to retain their original character (as short or as long-term). For net capital losses recognized prior to 2011, such losses are permitted to be carried forward up to 8 years and are characterized as short-term. These capital loss carryforwards may be utilized in future years to offset net realized capital gains of the Funds, if any, prior to distributing such gains to shareholders.
Gain or loss realized by the Funds from the sale or exchange of warrants acquired by the Funds as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss.
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Such gain or loss generally will be long-term or short-term, depending on how long a Fund held a particular warrant. Upon the exercise of a warrant acquired by the Funds, a Funds tax basis in the stock purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant. Except as set forth in Failure to Qualify as a RIC, the remainder of this discussion assumes that the Funds will qualify as RICs for each taxable year.
Failure to Qualify as a RIC
If a Fund is unable to satisfy the 90% distribution requirement or otherwise
fails to qualify as a RIC in any year, it will be subject to corporate level income
tax on all of its income and gain, regardless of whether or not such income was
distributed. Distributions to a Funds shareholders of such income and gain
will not be deductible by the Fund in computing its taxable income. In such event,
a Funds distributions, to the extent derived from the Funds current
or accumulated earnings and profits, would constitute ordinary dividends, which
would generally be eligible for the dividends received deduction available to corporate
shareholders, and non-corporate shareholders would generally be able to treat such
distributions as qualified dividend income eligible for reduced rates
of U.S. federal income taxation in taxable provided in each case that certain holding
period and other requirements are satisfied.
Distributions in excess of a Funds current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholders tax basis in their Fund shares, and any remaining distributions would be treated as a capital gain. To qualify as a RIC in a subsequent taxable year, a Fund would be required to satisfy the source-of-income, the asset diversification, and the annual distribution requirements for that year and dispose of any earnings and profits from any year in which a Fund failed to qualify for tax treatment as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Internal Revenue Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, a Fund would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which a Fund failed to qualify for tax treatment as a RIC that are recognized within the subsequent 10 years, unless the Fund made a special election to pay corporate-level tax on such built-in gain at the time of its requalification as a RIC.
Taxation for U.S. Shareholders
Distributions paid to U.S. shareholders by the Funds from their investment
company taxable income (which is, generally, the Funds ordinary income plus
net realized short-term capital gains in excess of net realized long-term capital
losses) are generally taxable to U.S. shareholders as ordinary income to the extent
of the Funds earnings and profits, whether paid in cash or reinvested in additional
shares. Such distributions (if designated by the Funds) may qualify (i) for the
dividends received deduction in the case of corporate shareholders under Section
243 of the Internal Revenue Code to the extent that the Funds income consists
of dividend income from U.S. corporations, excluding distributions from tax-exempt
organizations, exempt farmers cooperatives or real estate investment trusts
or (ii) in the case of individual shareholders as qualified dividend income eligible
to be taxed at reduced rates under Section 1(h)(11) of the Internal Revenue Code
(which provides for a maximum 20% rate) to the extent
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that the Fund receives qualified dividend income, and provided in each case certain holding period and other requirements are met. Qualified dividend income is, in general, dividend income from taxable domestic corporations and qualified foreign corporations (e.g., generally, foreign corporations incorporated in a possession of the United States or in certain countries with a qualified comprehensive income tax treaty with the United States, or the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States). A qualified foreign corporation generally excludes any foreign corporation, which for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a passive foreign investment company. Distributions made to a U.S. shareholder from an excess of net long-term capital gains over net short-term capital losses (capital gain dividends), including capital gain dividends credited to such shareholder but retained by a Fund, are taxable to such shareholder as long-term capital gain if they have been properly designated by the Fund, regardless of the length of time such shareholder owned the shares of the Fund. The maximum tax rate on capital gain dividends received by individuals is generally 20% for such gain. Distributions in excess of a Funds earnings and profits will be treated by the U.S. shareholder, first, as a tax-free return of capital, which is applied against and will reduce the adjusted tax basis of the U.S. shareholders shares and, after such adjusted tax basis is reduced to zero, will constitute capital gain to the U.S. shareholder (assuming the shares are held as a capital asset). The Funds are not required to provide written notice designating the amount of any qualified dividend income or capital gain dividends and other distributions.
As a RIC, each Fund will be subject to the AMT, but any items that are treated differently for AMT purposes must be apportioned between the Fund and the shareholders and this may affect the shareholders AMT liabilities. The Funds intend in general to apportion these items in the same proportion that dividends paid to each shareholder bear to the Funds taxable income (determined without regard to the dividends paid deduction.
For purpose of determining (i) whether the annual distribution requirement is satisfied for any year and (ii) the amount of capital gain dividends paid for that year, the Funds may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If the Funds make such an election, the U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Funds in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the U.S. shareholders on December 31 of the year in which the dividend was declared.
The Funds intend to distribute all realized capital gains, if any, at least annually. If, however, a Fund were to retain any net capital gain, the Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the federal income tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event
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occurs, the tax basis of shares owned by a shareholder of a Fund will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the shareholders gross income and the tax deemed paid by the shareholders.
Sales and other dispositions of the shares, such as an exchange, of a Fund generally are taxable events. U.S. shareholders should consult their own tax advisor with reference to their individual circumstances to determine whether any particular transaction in the shares of a Fund is properly treated as a sale or exchange for federal income tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. The sale or other disposition of shares of a Fund will generally result in capital gain or loss to the shareholder equal to the difference between the amount realized and his adjusted tax basis in the shares sold or exchanged, and will be long-term capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by such shareholder with respect to such shares. A loss realized on a sale or exchange of shares of a Fund generally will be disallowed if other substantially identical shares are acquired within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Present law taxes both long-term and short-term capital gain of corporations at the rates applicable to ordinary income of corporations. For non-corporate taxpayers, short-term capital gain will currently be taxed at the rate applicable to ordinary income, currently a maximum of 21%, while long-term capital gain generally will be taxed at a maximum rate of 20%. Capital losses are subject to certain limitations.
Federal law requires that mutual fund companies report their shareholders cost basis, gain/loss, and holding period to the Internal Revenue Service on the Funds shareholders Consolidated Form 1099s when covered securities are sold. Covered securities are any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012.
Each Fund has chosen average cost as its standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. The Funds standing tax lot identification method is the method covered shares will be reported on your Consolidated Form 1099 if you do not select a specific tax lot identification method. You may choose a method different than the Funds standing method and will be able to do so at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate Internal Revenue Service regulations or consult your tax advisor with regard to your personal circumstances.
For those securities defined as covered under current Internal Revenue Service cost basis tax reporting regulations, each Fund is responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. The Fund is not responsible for the reliability or accuracy of the information for those securities that are not covered. The Fund and its service providers do not
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provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.
For taxable years beginning after December 31, 2012, certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their net investment income, which should include dividends from the Funds and net gains from the disposition of shares of the Funds. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Funds.
The Funds are required in certain circumstances to backup withhold at a current rate of 24% on taxable distributions and certain other payments paid to non-corporate holders of the Funds shares who do not furnish the Fund with their correct taxpayer identification number (in the case of individuals, their social security number) and certain certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.
Tax Shelter Reporting Regulations
Under U.S. Treasury regulations, if a shareholder recognizes a loss with
respect to a Funds shares of $2 million or more for an individual shareholder
or $10 million or more for a corporate shareholder, the shareholder must file with
the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities
are in many cases excepted from this reporting requirement, but under current guidance,
shareholders of a regulated investment company are not excepted. Future guidance
may extend the current exception from this reporting requirement to shareholders
of most or all regulated investment companies. The fact that a loss is reportable
under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers
to determine the applicability of these regulations in light of their individual
circumstances.
Shareholder Reporting Obligations
With Respect to Foreign Financial Assets
Certain individuals (and, if
provided in future guidance, certain domestic entities) must disclose annually their
interests in specified foreign financial assets on IRS Form 8938, which
must be attached to their U.S. federal income tax returns for taxable years beginning
after March 18, 2010. The IRS has not yet released a copy of the Form 8938 and has
suspended the requirement to attach Form 8938 for any taxable year for which an
income tax return is filed before the release of Form 8938. Following Form 8938s release, individuals will be required to attach to their next income tax
return required to be filed with the IRS a Form 8938 for each taxable year for which
the filing of Form 8938 was suspended. Until the IRS provides more details regarding
this reporting requirement, including in Form 8938 itself and related Treasury regulations,
it remains unclear under what circumstances, if any, a shareholders (indirect)
interest in the Funds specified foreign financial assets, if any,
will be required to be reported on this Form 8938.
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Other Reporting and Withholding Requirements
Rules enacted in March 2010 require the reporting to the IRS of direct
and indirect ownership of foreign financial accounts and foreign entities by U.S.
persons. Failure to provide this required information can result in a 30% withholding
tax on certain payments (withholdable payments) made after December
31, 2012. Specifically, withholdable payments subject to this 30% withholding tax
include payments of U.S.-source dividends and interest made on or after January
1, 2014, and payments of gross proceeds from the sale or other disposal of property
that can produce U.S.-source dividends or interest made on or after January 1, 2015.
The IRS has issued only very preliminary guidance with respect to these new rules; their scope remains unclear and potentially subject to material change. Very generally, it is possible that distributions made by a Fund after the dates noted above (or such later dates as may be provided in future guidance) to a shareholder, including a distribution in redemption of shares and a distribution of income or gains otherwise exempt from withholding under the rules applicable to non-U.S. shareholders described above (e.g., Capital Gain Dividends, Short-Term Capital Gain Dividends and interest-related dividends, as described above) will be subject to the new 30% withholding requirement. Payments to a foreign shareholder that is a foreign financial institution will generally be subject to withholding, unless such shareholder enters into a timely agreement with the IRS. Payments to shareholders that are U.S. persons or foreign individuals will generally not be subject to withholding, so long as such shareholders provide the Fund with such certifications or other documentation, including, to the extent required, with regard to such shareholders direct and indirect owners, as the Fund requires to comply with the new rules. Persons investing in a Fund through an intermediary should contact their intermediary regarding the application of the new reporting and withholding regime to their investments in the Fund.
Shareholders are urged to consult a tax advisor regarding this new reporting and withholding regime, in light of their particular circumstances.
Shares Purchased through Tax-Qualified
Plans
Special tax rules apply to investments through defined contribution
plans and other tax-qualified plans. Shareholders should consult their tax advisers
to determine the suitability of shares of a Fund as an investment through such plans,
and the precise effect of an investment on their particular tax situation.
Original Issue Discount, Pay-In-Kind
Securities, Market Discount and Commodity-Linked Notes
Some debt obligations with a fixed maturity
date of more than one year from the date of issuance (and zero-coupon debt obligations
with a fixed maturity date of more than one year from the date of issuance) that
may be acquired by a Fund may be treated as debt obligations that are issued originally
at a discount. Generally, the amount of the original issue discount (OID)
is treated as interest income and is included in the Funds taxable income
(and required to be distributed by the Fund) over the term of the debt obligation, even though payment
of that amount is not received until a later time, upon partial or full repayment
or disposition of the debt security.
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Some debt obligations (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund in the secondary market may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligations issued with OID, its revised issue price) over the purchase price of such obligation. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt obligation. Alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Funds income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which the market discount accrues, and thus is included in the Funds income, will depend upon which of the permitted accrual methods a Fund elects. In the case of higher-risk securities, the amount of market discount may be unclear. See Higher-Risk Securities.
Some debt obligations (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by a Fund may be treated as having acquisition discount (very generally, the excess of the stated redemption price over the purchase price), or OID in the case of certain types of debt obligations. A Fund will be required to include the acquisition discount, or OID, in income (as ordinary income) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. A Fund may make one or more of the elections applicable to debt obligations having acquisition discount, or OID, which could affect the character and timing of recognition of income.
In addition, payment-in-kind securities will, and commodity-linked notes may, give rise to income that is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.
If a Fund holds the foregoing kinds of securities, it may be required to pay out as an income distribution each year an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.
Higher-Risk Securities
To the extent such investments are permissible for a Fund, the Fund may invest in
debt obligations that are in the lowest rating categories or are unrated, including
debt obligations of issuers not currently
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paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income. In limited circumstances, it may also not be clear whether a Fund should recognize market discount on a debt obligation, and if so, what amount of market discount a Fund should recognize. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
Issuer Deductibility of Interest
A portion of the interest paid or accrued on certain high yield discount
obligations owned by a Fund may not be deductible to (and thus, may affect the cash
flow of) the issuer. If a portion of the interest paid or accrued on certain high
yield discount obligations is not deductible, that portion will be treated as a
dividend for purposes of the corporate dividends-received deduction. In such cases,
if the issuer of the high yield discount obligations is a domestic corporation,
dividend payments by the Fund may be eligible for the dividends-received deduction
to the extent of the deemed dividend portion of such accrued interest.
Interest paid on debt obligations owned by a Fund, if any, that are considered for U.S. tax purposes to be payable in the equity of the issuer or a related party will not be deductible to the issuer, possibly affecting the cash flow of the issuer.
Tax-Exempt Shareholders
A tax-exempt shareholder could recognize unrelated business taxable income (UBTI)
by virtue of its investment in a Fund if shares in the Fund constitute debt-financed
property in the hands of the tax-exempt shareholder within the meaning of Internal
Revenue Code Section 514(b). Furthermore, a tax-exempt shareholder may recognize
UBTI if a Fund recognizes excess inclusion income derived from direct
or indirect investments in residual interests in REMICs or equity interests in TMPs
if the amount of such income recognized by a Fund exceeds the Funds investment
company taxable income (after taking into account deductions for dividends paid
by the Fund).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Internal Revenue Code) that realizes any UBTI for a taxable year, must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a Fund that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in the Fund that recognizes excess inclusion
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income, then the regulated investment company will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders, at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in the Fund. The Funds have not yet determined whether such an election will be made. CRTs and other tax-exempt investors are urged to consult their tax advisers concerning the consequences of investing in the Fund.
Passive Foreign Investment Companies
A passive foreign investment company (PFIC) is any foreign
corporation: (i) 75% or more of the gross income of which for the taxable year is
passive income, or (ii) the average percentage of the assets of which (generally
by value, but by adjusted tax basis in certain cases) that produce or are held for
the production of passive income is at least 50%. Generally, passive income for
this purpose means dividends, interest (including income equivalent to interest),
royalties, rents, annuities, the excess of gains over losses from certain property
transactions and commodities transactions, and foreign currency gains. Passive income
for this purpose does not include rents and royalties received by the foreign corporation
from active business and certain income received from related persons.
Equity investments by a Fund in certain PFICs could potentially subject the Fund to a U.S. federal income tax or other charge (including interest charges) on the distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to avoid the imposition of that tax. For example, if the Fund is in a position to and elects to treat a PFIC as a qualified electing fund (i.e., make a QEF election), the Fund will be required to include its share of the PFIC s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. Alternatively, the Fund may make an election to mark the gains (and to a limited extent losses) in its PFIC holdings to the market as though it had sold and repurchased its holdings in those PFICs on the last day of the Funds taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect a Funds total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
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Foreign Currency Transactions
A Funds transactions in foreign currencies,
foreign currency-denominated debt obligations and certain foreign currency options,
futures contracts and forward contracts (and similar instruments) may give rise
to ordinary income or loss to the extent such income or loss results from fluctuations
in the value of the foreign currency concerned. Any such net gains could require
a larger dividend toward the end of the calendar year. Any such net losses will
generally reduce and potentially require the recharacterization of prior ordinary
income distributions. Such ordinary income treatment may accelerate Fund distributions
to shareholders and increase the distributions taxed to shareholders as ordinary
income. Any net ordinary losses so created cannot be carried forward by the Fund
to offset income or gains earned in subsequent taxable years.
Foreign Taxation
Income
received by a Fund from sources within foreign countries may be subject to withholding
and other taxes imposed by such countries. Tax conventions between certain countries
and the U.S. may reduce or eliminate such taxes. The Funds do not expect to be eligible
to pass through to shareholders a credit or deduction for such taxes.
Foreign Shareholders
Capital
Gain Dividends are generally not subject to withholding of U.S. federal income tax.
Absent a specific statutory exemption, dividends other than Capital Gain Dividends
paid by a Fund to a shareholder that is not a U.S. person within the
meaning of the Internal Revenue Code (such shareholder, a foreign shareholder) are subject to withholding of U.S. federal income tax at a rate of 30% (or
lower applicable treaty rate) even if they are funded by income or gains (such as
portfolio interest, short-term capital gains, or foreign-source dividend and interest
income) that, if paid to a foreign person directly, would not be subject to withholding.
In general, a regulated investment company is not required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within a foreign country that has inadequate information exchange with the United States, or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders (interest-related dividends), and (ii) with respect to distributions (other than (a) distributions to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by the regulated investment company (short-term
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capital gain dividends). If a Fund invests in an underlying fund that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign persons.
A Fund is permitted to report such part of its dividends as interest-related or short-term capital gain dividends as are eligible, but is not required to do so. These exemptions from withholding will not be available to foreign shareholders of Funds that do not currently report their dividends as interest-related or short-term capital gain dividends.
In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign persons should contact their intermediaries regarding the application of these rules to their accounts.
Under U.S. federal tax law, a beneficial holder of shares who is a foreign shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares of the Fund or to the Capital Gain Dividend the foreign shareholder received (as described below).
Special rules would apply if a Fund were either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USPRIs, interests in real property located outside the United States, and other assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.
If a Fund were a USRPHC or would be a USRPHC but for the exceptions referred to above, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable to gains realized by the Fund on the disposition of USRPIs or to distributions received by the Fund from a lower-tier regulated investment company or REIT that the Fund is required to treat as USRPI gain in its hands generally would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of a Fund. On and after January 1, 2012, this look-through USRPI treatment for distributions by a Fund, if it were either a USRPHC or would be a USRPHC
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but for the operation of the exceptions referred to above, to foreign shareholders applies only to those distributions that, in turn, are attributable to distributions received by the Fund from a lower-tier REIT, unless Congress enacts legislation providing otherwise.
In addition, if a Fund were a USRPHC or former USRPHC, it could be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
Whether or not a Fund is characterized as a USRPHC will depend upon the nature and mix of the Funds assets. The Funds do not expect to be USRPHCs. Foreign shareholders should consult their tax advisors concerning the application of these rules to their investment in a Fund.
If a beneficial holder of Fund shares who is a foreign shareholder has a trade or business in the United States, and the dividends are effectively connected with the beneficial holders conduct of that trade or business, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.
If a beneficial holder of Fund shares who is a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by that beneficial holder in the United States.
To qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign shareholders in a Fund should consult their tax advisers in this regard. A beneficial holder of Fund shares who is a foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the federal tax on income referred to above.
FATCA
Payments to a shareholder
that is either a foreign financial institution (FFI) or a non-financial
foreign entity (NFFE) within the meaning of the Foreign Account Tax
Compliance Act (FATCA) may be subject to a generally nonrefundable 30%
withholding tax on: (a) income dividends paid by the Fund after June 30, 2014 and
(b) certain capital gain distributions and the proceeds arising from the sale of
Fund shares paid by the Fund after December 31, 2016. FATCA withholding tax generally
can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement
or other exemption, if it enters into a valid agreement with the IRS to, among other
requirements, report required information about certain direct and indirect ownership
of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE,
if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if
it does have such owners, reports information relating to them. The Fund may disclose
the information that it receives from its shareholders to the IRS, non-U.S. taxing
authorities or other parties as necessary to
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comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
The foregoing is a general and abbreviated summary of the provisions of the Internal Revenue Code and the Treasury regulations in effect as they directly govern the taxation of the Funds and their shareholders. These provisions are subject to change by legislative and administrative action, and any such change may be retroactive. Shareholders are urged to consult their tax advisers regarding specific questions as to U.S. federal income, estate or gift taxes, or foreign, state, local taxes or other taxes.
Financial Information
You can receive free copies of reports, request other information and discuss your questions about the Funds by contacting the Funds directly at:
World Funds Trust
8730
Stony Point Parkway, Suite 205
Richmond, Virginia 23235
Telephone: (800) 673-0550
The Annual Report for the Funds for the fiscal year ended February 28, 2018 has been filed with the SEC. The financial statements contained in the Annual Report are incorporated by reference into this SAI. The financial statements and financial highlights for the Funds included in the Annual Report have been audited by the Funds independent registered public accounting firm, Cohen & Company, Ltd., whose report thereon also appears in such Annual Report and is also incorporated herein by reference. No other parts of the Annual Report are incorporated by reference herein. The financial statements in such Annual Report have been incorporated herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
Audited financial statements for the periods ended December 31, 2014 and December 31, 2015, including a full schedule of investments for each period, for DGHM MicroCap G.P., a partnership that is the predecessor to the DGHM MicroCap Value Fund is provided in Appendix D. The assets of the partnership were converted into the assets of the Fund upon the establishment of the Fund on June 1, 2016. The partnerships financial statements have been audited by Grant Thornton, LLP, the Independent Certified Public Accountants for the partnership.
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The Funds may acquire from time to time certain securities that meet the following minimum rating criteria (Investment-Grade Debt Securities) (or if not rated, of equivalent quality as determined by the Advisor). The various ratings used by the nationally recognized securities rating services are described below.
A rating by a rating service represents the services opinion as to the credit quality of the security being rated. However, the ratings are general and are not absolute standards of quality or guarantees as to the creditworthiness of an issuer. Consequently, the Advisor believes that the quality of Investment-Grade Debt Securities in which the Fund may invest should be continuously reviewed and that individual analysts give different weightings to the various factors involved in credit analysis. A rating is not a recommendation to purchase, sell, or hold a security, because it does not take into account market value or suitability for a particular investor. When a security has received a rating from more than one service, each rating is evaluated independently. Ratings are based on current information furnished by the issuer or obtained by the rating services from other sources that they consider reliable. Ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information, or for other reasons.
Standard & Poors ® Ratings Services
The following summarizes the highest four ratings used by Standard & Poors Ratings Services (S&P), a division of McGraw-Hill Companies, Inc., for long-term debt issues, which are deemed to be Investment Grade Debt Securities by the Advisor:
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AAA
This is the highest rating assigned by S&P to a debt obligation and indicates
an extremely strong capacity of the obligor to meet its financial commitment on
the obligation.
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AA
Debt rated AA differs from AAA issues only in a small degree. The obligors
capacity to meet its financial commitment on the obligation is very strong.
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A
Debt rated A is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than debt in higher rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
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BBB
Debt rated BBB exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the obligation.
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To provide more detailed indications of credit quality, the AA, A, and BBB ratings may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories.
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Long-term debt issues rated BB, B, CCC, CC, and C are not considered by the Advisor to be Investment Grade Debt Securities and are regarded as having significant speculative characteristics. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds may have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions.
Short-term debt issues rated A-1 by S&P indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted A 1+. Capacity for timely payment on commercial paper rated A-2 is satisfactory, but the relative degree of safety is not as high as for issues designated A 1.
Moodys Investor Service, Inc.
The following summarizes the highest four ratings used by Moodys Investors Service, Inc. (Moodys) for long-term debt obligations, which are deemed to be Investment-Grade Securities by the Advisor:
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Aaa
Bond obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.
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Aa
Bond obligations rated Aa are judged to be of high quality and are subject to very
low credit risk.
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A
Bond obligations rated A are considered upper-medium grade and are subject to low
credit risk.
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Baa
Bond obligations rated Baa are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics.
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Obligations that are rated Ba, B, Caa, Ca or C by Moodys are not considered Investment-Grade Debt Securities by the Advisor. Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. Obligations rated B are considered speculative and are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
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Short-Term Ratings
Moodys short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs, or individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
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P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay
short-term debt obligations.
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P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay
short-term debt obligations.
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P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term debt obligations.
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NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the
Prime rating categories.
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US Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Debt Ratings
There are three
rating categories for short-term municipal obligations that are considered investment
grade. These ratings are designated as Municipal Investment Grade (MIG) and are
divided into three levels MIG 1 through MIG 3. In addition, those short-term
obligations that are of speculative quality are designated SG, or speculative grade.
MIG ratings expire at the maturity of the obligation.
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MIG 1
This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support, or demonstrated
broad-based access to the market for refinancing.
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MIG 2
This designation denotes strong credit quality. Margins of protection are
ample, although not as large as in the preceding group.
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MIG 3
This designation denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to be less
well-established.
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SG
This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
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Demand Obligation Ratings
In the case of variable rate demand obligations
(VRDOs), a two-component rating is assigned; a long or short-term debt rating and
a demand obligation rating. The first element represents Moodys evaluation
of the degree of risk associated with scheduled principal and interest payments.
The second element represents Moodys evaluation of the degree of risk associated
with the ability to receive purchase price upon demand (demand feature), using
a variation of the MIG rating scale, the Variable Municipal Investment Grade or
VMIG rating. When either the long- or short-term aspect of a VRDO is not rated,
that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. VMIG rating expirations
are a function of each issues specific structural or credit features.
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VMIG 1
This designation denotes superior credit quality. Excellent protection is
afforded by the superior short-term credit strength of the liquidity provider and
structural and legal protections that ensure the timely payment of purchase price
upon demand.
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VMIG 2
This designation denotes strong credit quality. Good protection is afforded
by the strong short-term credit strength of the liquidity provider and structural
and legal protections that ensure the timely payment of purchase price upon demand.
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VMIG 3
This designation denotes acceptable credit quality. Adequate protection is
afforded by the satisfactory short-term credit strength of the liquidity provider
and structural and legal protections that ensure the timely payment of purchase
price upon demand.
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SG
This designation denotes speculative-grade credit quality. Demand features rated
in this category may be supported by a liquidity provider that does not have an
investment grade short-term rating or may lack the structural and/or legal protections
necessary to ensure the timely payment of purchase price upon demand.
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Fitch Ratings
The following summarizes the highest four ratings used by Fitch, Inc. (Fitch):
| AAA Highest credit quality. The rating AAA denotes that the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. | |
| AA Very high credit quality. The rating AA denotes a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. | |
| A High credit quality. The rating A denotes a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher rating. |
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BBB
Good credit quality. The rating BBB indicates that there is currently a low expectation
of credit risk. The capacity for timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in economic conditions are more
likely to impair this capacity. This is the lowest investment grade category.
|
Long-term securities rated below BBB by Fitch are not considered by the Advisor to be investment-grade securities. Securities rated BB and B are regarded as speculative with regard to a possible credit risk developing. BB is considered speculative and B is considered highly speculative. Securities rated CCC, CC, and C are regarded as a high default risk. A rating CC indicates that default of some kind appears probable, while a rating C signals imminent default. Securities rated RD indicate an issuer that has experienced an uncured payment default or distressed debt exchange on a bond, loan, or other material financial obligation, but has not entered bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating. Securities rated DDD, D, and D indicate a default has occurred.
|
F1
Highest credit quality. The rating F1 indicates the strongest capacity for timely
payment of financial commitments; may have an added (+) to denote any exceptionally
strong credit feature.
|
|
|
F2
Good credit quality. The rating F2 indicates a satisfactory capacity for timely
payment of financial commitment, but the margin of safety is not as great as in
the case of the higher ratings.
|
|
|
F3
Fair credit quality. The rating F3 indicates the capacity for timely payment of
financial commitments is adequate; however, near-term adverse changes could result
in a reduction to non-investment grade.
|
Short-term rates B, C, and D by Fitch are considered by the Advisor to be below investment-grade securities. Short-term securities rated B are considered speculative, securities rated C have a high default risk, and securities rated D denote actual or imminent payment default.
(+) or (-) suffixes may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to long-term ratings AAA category, categories below CCC, or short-term ratings other than F1. The suffix NR indicates that Fitch does not publicly rate the issuer or issue in question.
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Appendix B Proxy Voting Policies
The following proxy voting policies are provided:
1. |
the Trusts Proxy Voting and Disclosure Policy; and
|
|
2. |
the Advisors Proxy Voting and Disclosure Policy, including a detailed description of the
Advisors specific proxy voting guidelines.
|
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World Funds Trust
Proxy Voting
Policy and Procedure
The World Funds Trust (the Trust) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (1940 Act). The Trust offers multiple series (each a Fund and, collectively, the Funds). Consistent with its fiduciary duties and pursuant to Rule 30b1-4 under the 1940 Act (the Proxy Rule), the Board of Trustees of the Trust (the Board) has adopted this proxy voting policy on behalf of the Trust (the Policy) to reflect its commitment to ensure that proxies are voted in a manner consistent with the best interests of the Funds shareholders.
Delegation of Proxy Voting Authority to Fund Advisers
The Board believes that the investment advisor of each Fund (each an Adviser and, collectively, the Advisers), as the entity that selects the individual securities that comprise its Funds portfolio, is the most knowledgeable and best-suited to make decisions on how to vote proxies of portfolio companies held by that Fund. The Trust shall therefore defer to, and rely on, the Adviser of each Fund to make decisions on how to cast proxy votes on behalf of such Fund.
The Trust hereby designates the Adviser of each Fund as the entity responsible for exercising proxy voting authority with regard to securities held in the Funds investment portfolio. Consistent with its duties under this Policy, each Adviser shall monitor and review corporate transactions of corporations in which the Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations, ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under the Proxy Rule and the 1940 Act. Each Adviser shall perform these duties in accordance with the Advisers proxy voting policy, a copy of which shall be presented to this Board for its review. Each Adviser shall promptly provide to the Board updates to its proxy voting policy as they are adopted and implemented.
Conflict of Interest Transactions
In some instances, an Adviser may be asked to cast a proxy vote that presents a conflict between the interests of a Funds shareholders, and those of the Adviser or an affiliated person of the Adviser. In such case, the Adviser is instructed to abstain from making a voting decision and to forward all necessary proxy voting materials to the Trust to enable the Board to make a voting decision. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to the security in question or the matter to be voted upon shall be permitted to participate in the decision of how the Funds vote will be cast. In the event that the Board is required to vote a proxy because an Adviser has a conflict of interest with respect to the proxy, the Board will vote such proxy in accordance with the Advisers proxy voting policy, to the extent consistent with the shareholders best interests, as determined by the Board in its discretion. The Board shall notify the Adviser of its final decision on the matter and the Adviser shall vote in accordance with the Boards decision.
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Availability of Proxy Voting Policy and Records Available to Fund Shareholders
If a Fund has a website, the Fund may post a copy of its Advisers proxy voting policy and this Policy on such website. A copy of such policies and of each Funds proxy voting record shall also be made available, without charge, upon request of any shareholder of the Fund, by calling the applicable Funds toll-free telephone number as printed in the Funds prospectus. The Trusts administrator shall reply to any Fund shareholder request within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery.
Each Adviser shall provide a complete voting record, as required by the Proxy Rule, for each series of the Trust for which it acts as adviser, to the Trusts administrator within 30 days following the end of each 12-month period ending June 30. The Trusts administrator will file a report based on such record on Form N-PX on an annual basis with the Securities and Exchange Commission no later than August 31 st of each year.
Adopted: November 26, 2013
Amended: January 26, 2015
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Dalton, Greiner, Hartman, Maher &
Co., LLC
Proxy Voting Policies & Procedures
(The following was
excerpted from the SEC Policies & Procedures Manual of Dalton, Greiner, Hartman,
Maher & Co. LLC)
Proxy Voting
Rule 206(4)-6 of the Investment Advisers Act of 1940 imposes a number of requirements on registered investment adviser that have voting authority with respect to securities held in their clients accounts. An Investment Adviser with voting authority has a fiduciary duty to monitor corporate actions and vote the proxies in a manner consistent with the best interests of its clients, and must never put its own interests above those of its clients.
Investment advisers that exercise voting authority over client proxies must therefore adopt and implement written policies and procedures that are reasonably designed to ensure that they (i) vote proxies in the best interest of clients; (ii) disclose to clients how they may obtain information on how the adviser voted their proxies; (iii) maintain certain records relating to proxy voting; and (iv) address material conflicts between its interests and those of their clients with respect to proxy voting. The Company has provided to clients, via its Form ADV, Part II, a copy of its proxy voting policies and procedures. These policies and procedures include contact information for the Companys Proxy Specialist from whom clients can obtain information about how the Company voted with respect to their securities.
With regards to books and records of Advisers who vote proxies, the SEC has amended Rule 204-2 to require retention of the following records:
| Copies of all proxy voting policies and procedures; | |
|
A copy
of each proxy voting statement regarding client securities and a record of each
vote cast on behalf of a client. The Company uses a third party vendor, ADP, and
their service, ProxyEdge Lite, to maintain records of proxy votes.
|
|
|
A copy
of any document created by the Adviser that was material to making a decision how
to vote proxies for a client or that memorializes the basis for that decision.
|
|
|
A copy
of each written client request for voting information and a copy of any written
response to a client (either written or oral). The Companys Proxy Specialist
maintains records of all client requests for their votes.
|
These records must be retained for at least five years, the first two years in an office of the adviser.
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In accordance with the requirements of Rule 206(4)-6, the Company has adopted and implemented the following policies and procedures:
Proxy Voting Procedures
The Labor Departments Pension and Welfare Benefits Administration has emphasized that pension fund managers must place the interests of plan beneficiaries and participants ahead of all other considerations in deciding how to vote proxies (documents for putting issues to a vote of shareholders). Under the Employee Retirement Income Security Act (ERISA) of 1974, investment managers must verify holdings shown on proxy cards and act solely in the interest of the participants and beneficiaries of the plan and for the exclusive purpose of providing benefits to them and defraying reasonable expenses of administering the plan.
Dalton, Greiner, Hartman, Maher & Co., LLC (DGHM) will vote all proxies for its clients unless voting responsibility is specifically assigned to another party, such as the fiduciary or plan trustee.
DGHM recognizes the following principles regarding proxy voting:
|
Voting
rights have economic value and should be considered (plan) assets within the meaning
of ERISA. Since voting rights can affect the economic value of a companys
securities, they must be exercised with the utmost care. When fiduciaries of pension
plans or their managers dont vote on the ultimate value of their holding,
they are hurting not only themselves but the beneficiaries of the funds they hold
in trust.
|
|
|
Shares
should be voted based on a careful analysis of the impact of the vote on the ultimate
economic value of the plans investment (not managements inherent interest)
during the period in which the plan intends to hold the investment. Blindly voting
with management or on an uninformed basis is imprudent and may be a violation of
the exclusive purpose/benefit rule.
|
|
|
While there
is a potential for a conflict of interest in that DGHM may hold securities in client
portfolios that are also clients of our various products, DGHM will
NEVER
vote with an eye toward its business or private interest. Doing so represents a
clear violation of ERISAs exclusive benefit rule. In such cases, we will always
vote in accordance with our guidelines, without exception.
|
|
|
DGHM will
consider initiating actions to protect the value of a plans investment only
in those situations where it is cost/beneficial to do so.
|
|
|
From time-to-time,
proxy votes may be made that are on issues not specifically covered in the guidelines
enumerated below or in exception to the stated guidelines. Such votes will be made
with the primary goal of preserving or enhancing the economic value of the plans investment, and an explanation of the vote will be noted under the reporting
requirements described below.
|
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Reporting and Monitoring Requirements
Dalton, Greiner, Hartman, Maher & Co., LLCs proxy record-keeping system includes:
|
A brief
description of the proxy proposals for each company is the portfolio
|
|
|
Verification
that the shares listed on the proxy match DGHMs individual account records
as of the record date
|
|
|
Record
and meeting dates
|
|
|
The vote
cast on each proposal
|
|
|
Notification
of Trustee/Custodian that a proxy has not been received
|
|
|
A record
of any calls or other contacts made regarding a vote
|
Clients may receive full record of all proxy reports at any time by calling DGHMs Proxy Voting Specialist, Allison Kelly, at (239) 261-3555. On an annual basis, DGHM sends each client a complete record of all their proxy votes cast in the previous year.
In order to maintain confidentiality and integrity in the proxy voting process, DGHM will only share proxy voting information with those clients for whom we vote proxies.
Other Corporate Actions
We will have no power, authority, responsibility, or obligation to take any action with regard to any claim or potential claim in any bankruptcy proceeding, class action securities litigation, or other litigation or proceeding relating to securities held at any time in a client account, including, without limitation, to file proofs of claim or other documents related to such proceeding, or to investigate, initiate, supervise, or monitor class action or other litigation involving client assets.
Proxy Voting Guidelines
Cumulative Voting
We will vote against
proposals for cumulative voting to elect directors. Cumulative voting allows shareholders
to cast all of their votes for a single candidate or any two or more of them. The
result is that a minority block of stock can be represented on the board. Such representation
could be counter to the interest of the majority of stockholders.
Classified Board
We will vote against
the classification of a board. We will vote for the declassification of an existing
classified board. In most instances, classified boards are divided into three classes,
with the directors of each class elected to overlapping three-year terms. When a
classified board structure is already in place, and a routine matter with respect
to the reelection of directors or the election of noncontroversial new directors
is proposed, we will vote in favor of the proposal.
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Greenmail
We will vote for anti-greenmail
provisions. Greenmail is essentially blackmailing management into buying back stock
at a price greater than the fair market value to avoid a takeover or a proxy fight.
We support anti-greenmail provisions that require that the price paid to the greenmailer
be extended to all shareholders of record.
Directors and Officers Indemnity and
Liability
We will vote with management on proposals to indemnify directors
by covering the expenses or penalties associated with lawsuits if the director or
officer acted in good faith. Management proposals to specify indemnification for
board members are seen as shark repellent and will be voted against. We will vote
with management on proposals to limit/eliminate personal liability of directors;
however, we oppose proposals that would free directors and officers from liability
for negligence or inside dealing.
Fair Price
We will not support
fair price proposals, or any proposals which increase the percent vote required
for business mergers or acquisitions above the minimum required by the state in
which the company is incorporated.
Compensation
New or revised bonus,
incentive, profit sharing, savings, or pension plans, considered non-routine proposals,
will be reviewed on a case-by-case basis. Ceilings on pension benefits will be voted
as the companys management recommends. We will vote against management on
significant increased compensation awards and/or employment contracts to senior
management which become effective upon change in ownership of the company, commonly
called Golden Parachutes. We will vote against executive compensation plans
that are excessive and/or not aligned with shareholders long-term interests.
We will generally vote against plans that expressly permit the repricing of underwater stock options without prior shareholder approval, even if the cost of the plan is reasonable, but each particular vote will be considered on a case-by-case analysis of the underlying circumstances. We will generally vote against plans if the company has a history of repricing options without shareholder approval, and the applicable listing standards would not preclude them from doing so, but each particular vote will be considered based on a case-by case-analysis of the underlying circumstances.
The Dodd-Frank Act, in addition to requiring advisory votes on compensation (Management Say on Pay), requires that each proxy for the first annual or other meeting of the shareholders (that includes SEC compensation disclosures) occurring after January 21, 2011, include an advisory voting item to determine whether, going forward, the say on pay vote by shareholders to approve compensation should occur every one, two, or three years.
We revised our proxy voting guidelines on March 30, 2011 to state that we will vote for annual advisory votes on management compensation.
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Poison Pill
Under a poison pill
plan, or shareholder rights plan, shareholders are issued rights to purchase stock
in their company or in the acquiring company if a hostile bidder acquires certain
percentage of the outstanding shares. While anecdotal evidence suggests that poison
pills may be benefited shareholders in some cases, there is no reliable evidence
to suggest that, on average, poison pills enhance shareholder value. Taken as a
whole, the evidence shows that poison pills have negative wealth effects on shareholders,
both in the short-term and over the long-term. The evidence also shows that pills
lead to the defeat of value-enhancing bids, reduce takeover premiums and serve as
a significant deterrent to takeover bids. Therefore, we support shareholder proposals
to eliminate anti-takeover defenses such as poison pills, and are against installing
poison pill plans where none exist.
Preemptive Rights
We will vote
against proposals which grant preemptive rights and in favor of proposals which
eliminate such rights. Preemptive rights result in a loss of financing flexibility
and are likely to deter companies from raising capital advantageously. Shareholders
will have no difficulty maintaining their relative position through open market
purchases, should they so desire.
Secret Ballot
We will vote for
proposals that stockholders identity be kept secret in public documents dealing
with proxies, ballots, and voting tabulations.
Super-Majority
We will oppose
management on super-majority requirements for more than a majority of the vote to
approve mergers, tenders, and sales. We will oppose management on super-majority
requirements to remove directors or repeal or amend by-laws.
Unequal Voting Rights
We will
oppose management on issues of securities with differential voting power. This entails
authorization of a class of common having superior or inferior voting rights of
existing common with or without entitlement to elect a majority of the board. This
includes proposals that grant short-term or long-term differential voting rights
for the same class of stock or restriction on voting rights for large stockholders.
Reincorporation
Proposals for
reincorporation are decided on a case-by-case basis. Management generally promote
proposals to reincorporate a company in Delaware to take advantage of a 1986 Delaware
law which limits the liability of directors.
Shareholder Action by Special Meeting
& Written Consent
Against proposals to eliminate the power of shareholders
to act by written consent and/or to call a Special Meeting, amend the by-laws, or
take other action regarding the Board of Directors.
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Blank Check Preferred
We will
vote against authorizing blankcheck preferred stock - stock that does not have specific
voting, dividend, conversion or other rights until issuance - because a company
could dilute the voting rights of the common stock by issuing a new series of preferred
stock that has super voting rights. For example, in the event of an attempted takeover,
management could sell itself stock that had 1,000 times the voting rights of the
common stock, preventing an acquirer from gaining a controlling interest in the
company.
Changes in Capital
The following
proposals will be decided on a case-by-case basis: new classes of stock, increases
in common stock, stock splits, expanded purpose for convertibles, repurchase shares,
increase shares and stock split, expand authority of Board on Preferred Stock, other
capitalization-related proposals, issuance of stock for other reasons, joint plans
for reorganization, proposals to merge with another company, restructuring plans,
and proposals to issue shares in connection with acquisition.
Selection of Auditors
We will
support the selection of auditors we know to be competent and respected, and may
vote against any whose integrity of objectivity have come under question. We will
review votes to change auditors on a case-by-case basis, with emphasis on the explanation
for the change. We will review proposals requiring auditor rotation on a case-by-case
basis, taking into account the tenure of the audit firm, the proposed rotation period
and whether the company regularly reviews the auditor for quality and cost.
Shareholder Access to the Proxy for Director
Nominations (Open Access)
We generally favor open access proposals,
but will vote such proposals on a case-by-case basis, taking into account the ownership
threshold and the proponents rationale for the proposal.
Board Independence
We will vote
for shareholder proposals requiring only independent directors can serve on board
audit, compensation, and/or nominating committees. To determine independence we
will use the standards adopted by the NYSE and NASDAQ. Please refer to Appendix
A.
Separation of Chairperson and CEO
We will review proposals to separate the Board Chairperson and CEO responsibilities
on a case-by-case basis. In most circumstances, separating the two responsibilities
avoids conflicts of interest. However, in many smaller companies that have a limited
group of leaders, it may be appropriate to combine these positions.
Lead Independent Director
We will
vote in favor of proposals to appoint a lead independent director.
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Social and Environmental Issues
With regards to environmental or social policies, shares will be voted based on a
careful analysis of the impact of the vote on the ultimate economic value of the
clients investment during the period in which the DGHM intends to retain the
investment in the clients portfolio.
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Appendix A: Categorization of Directors
Inside Director | ||
|
Employee
of the company or its affiliates.
|
|
|
Nonemployee
officer of the company if he is among the five most highly compensated individuals.
|
|
|
Listed
as a Section 16 officer in the 10-K or proxy statement.
|
|
|
Interim
CEO.
|
|
|
Beneficial
ownership of more than 50 percent of the companys voting power (this may be
aggregated if voting power is distributed among more than one member of a defined
group; e.g., members of a family beneficially own less than 50 percent individually,
but combined own more than 50 percent).
|
|
Affiliated Director | ||
|
Former
executive of the company or its affiliates.
|
|
|
Former
interim CEO if the service was longer than one year or if the service was between
six months and a year and the compensation was high relative to that of the other
directors (5x their pay) or in line with a CEOs compensation.
|
|
|
Former
executive of an acquired firm.
|
|
|
Executive
of a former parent or predecessor firm at the time the company was sold or split
off from the parent/predecessor.
|
|
|
Executive,
former executive, general or limited partner of a joint venture or partnership with
the company.
|
|
|
Relative
of current employee of company or its affiliates.
|
|
|
Relative
of former executive of company or its affiliates.
|
|
|
Currently
provides (or a relative provides) professional services to the company or its affiliates
or to its officers.
|
|
|
Employed
by (or a relative is employed by) a significant customer or supplier.
|
|
|
Has (or
a relative has) any transactional relationship with the company or its affiliates
excluding investments in the company through a private placement.
|
|
|
Has a contractual/guaranteed
board seat and is party to a voting agreement to vote in line with management on
proposals being brought to shareholders.
|
|
|
Has (or
a relative has) an interlocking relationship as defined by the SEC involving members
of the board of directors or its Compensation and Stock Option Committee.
|
|
|
Founder
of the company but not currently an employee.
|
|
|
Is (or
a relative is) a trustee, director, or employee of a charitable or non-profit organization
that receives grants or endowments from the company or its affiliates.
|
|
|
Board attestation
that an outside director is not independent.
|
|
|
Independent
Director
|
|
|
No connection
to the company other than a board seat
|
Source: ISS 2004 Corporate Governance Policy Updates
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The function of educating and training staff will be the responsibility of the Compliance officer in conjunction with the Managing Directors of both the Client Service and Investment Management groups.
Request for Additional Information
As required by Rule 204-2 of the Investment Advisers Act of 1940, the Company maintains records regarding the manner in which it (i) administers it policies and procedures for voting proxies, and (ii) votes for proxies for its clients. A client may obtain additional information regarding the Companys policies and procedures for voting proxies, as well as information regarding how the Company voted proxies for the client by sending a request to:
Procedures | ||
|
On a periodic
basis, the Chief Compliance Officer or her designee will test the proxy records
to ensure that all proxies are voted in a timely manner and in the best interest
of the client.
|
|
|
The Chief
Compliance Officer will ensure that all new clients receive a copy of the Companys Form ADV, Part II which includes the proxy voting policies and procedures.
|
|
|
On a periodic
basis, the Chief Compliance Officer or her designee will review the proxy records
to ensure that all votes are maintained and accessible upon request as require under
the record keeping provision of this rule.
|
|
|
The Chief
Compliance Officer will arrange for educating and training the staff responsible
for proxy voting.
|
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Appendix C Nominating and Corporate
Governance Committee Charter
World Funds Trust
Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee of World Funds Trust (the Trust) shall be composed entirely of Independent Trustees.
Board Nominations and Functions
The Committee shall make nominations for Trustee membership on the Board of Trustees, including the Independent Trustees. The Committee shall evaluate candidates qualifications for Board membership and their independence from the investment advisers to the Trusts series portfolios and the Trusts other principal service providers. Persons selected as Independent Trustees must not be interested person as that term is defined in the Investment Company Act of 1940, nor shall Independent Trustee have and affiliations or associations that shall preclude them from voting as an Independent Trustee on matters involving approvals and continuations of Rule 12b-1 Plans, Investment Advisory Agreements and such other standards as the Committee shall deem appropriate. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with managers or service providers. See Appendix A for Procedures with Respect to Nominees to the Board.
The Committee shall periodically review Board governance procedures and shall recommend any appropriate changes to the full Board of Trustees.
The Committee shall periodically review the composition of the Board of Trustees to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.
The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Independent Trustees as a group.
Committee Nominations and Functions
The Committee shall make nominations for membership on all committees and shall review committee assignments at least annually.
The Committee shall review, as necessary, the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board.
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Other Powers and Responsibilities
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Trust.
The Committee shall review this Charter at least annually and recommend any changes to the full Board of Trustees.
Adopted: August 2, 2013
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Appendix A to the Nominating and Corporate Governance Committee Charter
World Funds Trust
Procedures with Respect to Nominees to the Board
Identification of Candidates
When a vacancy on the Board of Trustees exists or is anticipated, and such vacancy
is to be filled by an Independent Trustee, the Nominating and Corporate Governance
Committee shall identify candidates by obtaining referrals from such sources as
it may deem appropriate, which may include current Trustees, management of the Trust,
counsel and other advisors to the Trustees, and shareholders of the Trust who submit
recommendations in accordance with these procedures. In no event shall the Nominating
and Corporate Governance Committee consider as a candidate to fill any such vacancy
an individual recommended by any investment adviser of any series portfolio of the
Trust, unless the Nominating and Corporate Governance Committee has invited management
to make such a recommendation.
Shareholder Candidates
The Nominating
and Corporate Governance Committee shall, when identifying candidates for the position
of Independent Trustee, consider any such candidate recommended by a shareholder
if such recommendation contains: (i) sufficient background information concerning
the candidate, including evidence the candidate is willing to serve as an Independent
Trustee if selected for the position; and (ii) is received in a sufficiently timely
manner as determined by the Nominating and Corporate Governance Committee in its
discretion. Shareholders shall be directed to address any such recommendations in
writing to the attention of the Nominating and Corporate Governance Committee, c/o
the Secretary of the Trust. The Secretary shall retain copies of any shareholder
recommendations which meet the foregoing requirements for a period of not more than
12 months following receipt. The Secretary shall have no obligation to acknowledge
receipt of any shareholder recommendations.
Evaluation of Candidates
In evaluating
a candidate for a position on the Board of Trustees, including any candidate recommended
by shareholders of the Trust, the Nominating and Corporate Governance Committee
shall consider the following: (i) the candidates knowledge in matters relating
to the mutual fund industry; (ii) any experience possessed by the candidate as a
director or senior officer of public companies; (iii) the candidates educational
background; (iv) the candidates reputation for high ethical standards and
professional integrity; (v) any specific financial, technical or other expertise
possessed by the candidate, and the extent to which such expertise would complement
the Boards existing mix of skills, core competencies and qualifications; (vi)
the candidates perceived ability to contribute to the ongoing functions of
the Board, including the candidates ability and commitment to attend meetings
regularly and work collaboratively with other members of the Board; (vii) the candidates ability to qualify as an Independent Trustee and any other actual or potential
conflicts of interest involving the candidate and the Trust; and (viii) such other
factors as the Nominating and Corporate Governance
83
Dalton,
Greiner, Hartman, Maher & Co., LLC
DGHM Funds Statement of Additional Information (June 28, 2018) |
|
Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior to making a final recommendation to the Board, the Nominating and Corporate Governance Committee shall conduct personal interviews with those candidates it concludes are the most qualified candidates.
84
OTHER INFORMATION
Item 28. Exhibits
(a)(1) |
Certificate
of Trust of World Funds Trust (formerly, Abacus World Funds Trust) (the Registrant) dated April 9, 2007.
42
|
|
(a)(2) |
Certificate
of Amendment dated January 7, 2008 to the Registrants Certificate of Trust
dated April 9, 2007.
42
|
|
(a)(3) |
Registrants Amended Agreement and Declaration of Trust dated April 9, 2007, and amended
on June 23, 2008 and November 16, 2016.
41
|
|
(b) |
Registrants Amended and Restated By-Laws dated November 16, 2016.
41
|
|
(c) |
Not applicable.
|
|
(d)(1) |
Investment
Advisory Agreement between the Registrant and Union Street Partners, LLC with respect
to the Union Street Partners Value Fund.
17
|
|
(d)(2) |
Investment
Sub-Advisory Agreement between Union Street Partners, LLC and McGinn Investment
Management, Inc. with respect to the Union Street Partners Value Fund.
17
|
|
(d)(3) |
Investment
Advisory Agreement between the Registrant and Perkins Capital Management, Inc.
2
|
|
(d)(4) |
Investment
Advisory Agreement between the Registrant and Dalton, Greiner, Hartman, Maher &
Co., LLC with respect to the DGHM All-Cap Value Fund.
42
|
|
(d)(5) |
Investment
Advisory Agreement between the Registrant and Dalton, Greiner, Hartman, Maher &
Co., LLC with respect to the DGHM V2000 SmallCap Value Fund.
42
|
|
(d)(6) |
Investment
Advisory Agreement between the Registrant and Dalton, Greiner, Hartman, Maher &
Co., LLC with respect to the DGHM MicroCap Value Fund.
24
|
|
(d)(7) |
Investment
Advisory Agreement between the Registrant and B. Riley Asset Management, a division
of B. Riley Capital Management, LLC with respect to the B. Riley Diversified Equity
Fund.
16
|
|
(d)(8) |
Investment
Advisory Agreement between the Registrant and Toreador Research & Trading,
LLC with respect to the Toreador Core Fund, Toreador International Fund, Toreador
Explorer Fund and Toreador Select Fund (collectively, the Toreador Funds).
42
|
|
(d)(9) |
Investment
Advisory Agreement between the Registrant and Mission Institutional Advisors, LLC
dba Mission Funds Advisers with respect to the Mission-Auour Risk-Managed Global
Equity Fund (formerly known as the Global Strategic Income Fund).
47
|
|
(d)(10) |
Investment
Sub-Advisory Agreement between Mission Institutional Advisors, LLC and Auour Investment,
LLC with respect to the Mission-Auour Risk-Managed Global Equity Fund (formerly
known as the Global Strategic Income Fund).
47
|
|
(d)(11) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the REMS International Real Estate Value-Opportunity Fund.
42
|
|
(d)(12) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the REMS Real Estate Income 50/50 Fund.
5
|
|
(d)(13) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the REMS Real Estate Value-Opportunity Fund.
18
|
(d)(14) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the Select Value Real Estate Securities Fund.
43
|
|
(d)(15) |
Investment
Advisory Agreement between the Registrant and Clifford Capital Partners, LLC with
respect to the Clifford Capital Partners Fund.
18
|
|
(d)(16) |
Investment
Advisory Agreement between the Registrant and Strategic Asset Management, Ltd. with
respect to the Strategic Global Long/Short Fund.
19
|
|
(d)(17) |
Investment
Advisory Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest S&P 500
®
Buffer Strategy Fund, Cboe Vest Defined
Distribution Strategy Fund, Cboe Vest S&P 500
®
Buffer Strategy (January)
Fund, Cboe Vest S&P 500
®
Buffer Strategy (February) Fund, Cboe Vest S&P 500
®
Buffer Strategy (March) Fund, Cboe Vest S&P 500
®
Buffer Strategy (April) Fund, Cboe Vest S&P 500
®
Buffer Strategy
(May) Fund, Cboe Vest S&P 500
®
Buffer Strategy (June) Fund, Cboe
Vest S&P 500
®
Buffer Strategy (July) Fund, Cboe Vest S&P 500
®
Buffer Strategy (August) Fund, Cboe Vest S&P 500
®
Buffer
Strategy (September) Fund, Cboe Vest S&P 500
®
Buffer Strategy (October)
Fund, Cboe Vest S&P 500
®
Buffer Strategy (November) Fund and Cboe
Vest S&P 500
®
Buffer Strategy (December) Fund (collectively the Cboe Vest Funds).
27
|
|
(d)(18) |
Investment
Advisory Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest S&P 500
®
Enhanced Growth Strategy Fund, Cboe Vest
S&P 500
®
Enhanced Growth Strategy (January) Fund, Cboe Vest S&P
500
®
Enhanced Growth Strategy (February) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (March) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy
(April) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (May)
Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (June) Fund, Cboe
Vest S&P 500
®
Enhanced Growth Strategy (July) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (August) Fund, Cboe Vest S&P
500
®
Enhanced Growth Strategy (September) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (October) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (November) Fund, Cboe Vest S&P 500
®
Enhanced Growth Strategy (December) Fund (collectively the Cboe Vest Enhanced
Growth Funds).
44
|
|
(d)(19) |
Investment
Advisory Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest S&P 500
®
Dividend Aristocrats Target Income Fund.
39
|
|
(d)(20) |
Investment
Advisory Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest S&P 500
®
Enhance and Buffer Fund.
45
|
|
(d)(21) |
Investment
Advisory Agreement between the Registrant and Systelligence, LLC with respect to
The E-Valuator Very Conservative RMS Fund, The E-Valuator Conservative RMS Fund,
The E-Valuator Tactically Managed RMS Fund, The E-Valuator Moderate RMS Fund, The
E-Valuator Growth RMS Fund and The E-Valuator Aggressive Growth RMS Fund (collectively
The E-Valuator Funds).
23
|
|
(d)(22) |
Amended Investment
Advisory Agreement between the Registrant and Secure Investment Management, LLC,
with respect to the SIM U.S. Core Managed Volatility Fund, SIM Global Core Managed
Volatility Fund, SIM Global Moderate Managed Volatility Fund, SIM Global
Equity Fund and SIM Income Fund (the SIM Funds). (to be filed by amendment)
|
|
(e)(1) |
Principal
Underwriter Agreement dated February 18, 2016 between the Registrant and First Dominion
Capital Corp.
19
|
|
(e)(2) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the Union Street Value Fund.
31
|
(e)(3) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the Clifford Capital Partners Fund.
30
|
|
(e)(4) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the Perkins Discovery Fund.
26
|
|
(e)(5) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the Strategic Global Long/Short
Fund.
19
|
|
(e)(6) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the B. Riley Diversified Equity
Fund.
20
|
|
(e)(7) |
Amended Schedule
A dated November 14, 2017 to the Principal Underwriter Agreement between the Registrant
and First Dominion Capital Corp. with respect to the Mission-Auour Risk-Managed
Global Equity Fund (formerly known as the Global Strategic Income Fund).
45
|
|
(e)(8) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp. with respect to the REMS International Real Estate
Value-Opportunity Fund, the REMS Real Estate Income 50/50 Fund and the REMS Real
Estate Value-Opportunity Fund (collectively the REMS Funds).
22
|
|
(e)(9) |
Schedule A
to the Principal Underwriter Agreement dated August 15, 2017 between the Registrant
and First Dominion Capital Corp. with respect to the Select Value Real Estate Securities
Fund.
43
|
|
(e)(10) |
Schedule A
to the Principal Underwriter Agreement dated April 21, 2016 between the Registrant
and First Dominion Capital Corp with respect to the DGHM All-Cap Value Fund, the
DGHM V2000 SmallCap Value Fund and the DGHM MicroCap Value Fund (collectively the
DGHM Funds).
24
|
|
(e)(11) |
Schedule A
to the Principal Underwriter Agreement dated April 21, 2016 between the Registrant
and First Dominion Capital Corp with respect to the Cboe Vest Family of Funds.
27
|
|
(e)(12) |
Schedule A
to the Principal Underwriter Agreement dated August 24, 2016 between the Registrant
and First Dominion Capital Corp with respect to the Cboe Vest Enhanced Growth Funds.
28
|
|
(e)(13) |
Amended Principal
Underwriter Agreement dated July 14, 2017 between the Registrant and First Dominion
Capital Corp with respect to the Cboe Vest S&P 500
®
Dividend Aristocrats
Target Income Fund.
39
|
|
(e)(14) |
Amended Principal
Underwriter Agreement dated July 14, 2017 between the Registrant and First Dominion
Capital Corp with respect to the Cboe Vest S&P 500
®
Enhance and
Buffer Fund.
45
|
|
(e)(15) |
Schedule A
to the Principal Underwriter Agreement dated April 21, 2016 between the Registrant
and First Dominion Capital Corp with respect to The E-Valuator Funds.
23
|
|
(e)(16) |
Schedule A
to the Principal Underwriter Agreement dated February 18, 2016 between the Registrant
and First Dominion Capital Corp with respect to the Toreador Funds.
25
|
|
(e)(17) |
Amended Principal
Underwriter Agreement dated May 16, 2018 between the Registrant and First Dominion
Capital Corp with respect to the SIM Funds. (filed herewith)
|
(f) |
Not applicable.
|
|
(g)(1) |
Custody Agreement
dated July 30, 2008 between the Registrant and UMB Bank, N.A.
42
|
|
(g)(2) |
Amended Appendix
B and revised Appendix C to the Custody Agreement, dated July 30, 2008, between
the Registrant and UMB Bank, N.A., to include the Union Street Partners Value Fund.
2
|
|
(g)(3) |
Amended Appendix
B and revised Appendix C to the Custody Agreement, dated July 30, 2008, between
the Registrant and UMB Bank, N.A., to include the Perkins Discovery Fund.
2
|
|
(g)(4) |
Amended Appendix
B and revised Appendix C to the Custody Agreement, dated July 30, 2008, between
the Registrant and UMB Bank, N.A., to include the B. Riley Diversified Equity Fund.
2
|
|
(g)(5) |
Custodian
Agreement dated July 25, 2005 between the Funds prior Registrant and Brown
Brothers Harriman with respect to Toreador International Fund.
10
|
|
(g)(6) |
Novation Agreement
dated August 15, 2014 for Custodian Services between the Registrant and Brown Brothers
Harriman with respect to Toreador International Fund.
10
|
|
(g)(7) |
Amended Appendix
B and revised Appendix C to the Custody Agreement, dated August 15, 2014 between
the Registrant and UMB Bank, N.A., to include the REMS Real Estate Income 50/50
Fund.
5
|
|
(g)(8) |
Amended Appendix
B and revised Appendix C to the Custody Agreement, dated August 15, 2014 between
the Registrant and UMB Bank, N.A., to include the REMS Real Estate Value-Opportunity
Fund.
6
|
|
(g)(9) |
Amended Appendix
B and revised Appendix C to the Custody Agreement dated June 15, 2008 between the
Registrant and UMB Bank, N.A., to include the Select Value Real Estate Securities
Fund.
43
|
|
(g)(10) |
Amended Appendix
B and revised Appendix C to the Custody Agreement dated June 15, 2008 between the
Registrant and UMB Bank, N.A., to include the Strategic Global Long/Short Fund.
43
|
|
(g)(11) |
Custody Agreement
dated April 22, 2015 between the Registrant and Fifth Third Bank on behalf of the
Toreador Core Fund and the Toreador Explorer Fund.
14
|
|
(g)(12) |
Amended Exhibit
A to the Custody Agreement between the Registrant and Fifth Third Bank on behalf
of certain portfolio series.
47
|
|
(h)(1) |
Fund Services
Agreement dated December 1, 2015 between the Registrant and Commonwealth Fund Services,
Inc.
19
|
|
(h)(2) |
Amendment
No. 1 and Exhibit A to the Fund Services Agreement dated December 1, 2015 between
the Registrant and Commonwealth Fund Services, Inc. on behalf of the Union Street
Partners Value Fund.
47
|
|
(h)(3) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the Perkins Discovery Fund.
26
|
|
(h)(4) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the B. Riley Diversified Equity Fund.
20
|
|
(h)(5) |
Fund Services
Agreement dated September 20, 2017 between the Registrant and Commonwealth Fund
Services, Inc. on behalf of the Mission-Auour Risk-Managed Global Equity Fund (formerly
known as the Global Strategic Income Fund).
45
|
(h)(6) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the REMS Funds.
22
|
|
(h)(7) |
Fund Services
Agreement dated August 15, 2017 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the Select Value Real Estate Securities Fund.
43
|
|
(h)(8) |
Fund Services
Agreement dated November 10, 2015 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the Clifford Capital Partners Fund.
18
|
|
(h)(9) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the Strategic Global Long/Short Fund.
19
|
|
(h)(10) |
Amended Fund
Services Agreement dated March 1, 2017 between the Registrant and Commonwealth Fund
Services, Inc. on behalf of the DGHM Funds.
37
|
|
(h)(11) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the Cboe Vest Family of Funds.
27
|
|
(h)(12) |
Exhibit A
to the Fund Services Agreement dated August 24, 2016 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the Cboe Vest Enhanced Growth Funds.
28
|
|
(h)(13) |
Amended Fund
Services Agreement dated July 14, 2017 between the Registrant and Commonwealth Fund
Services, Inc. on behalf of the Cboe Vest S&P 500
®
Dividend Aristocrats
Target Income Fund.
39
|
|
(h)(14) |
Amended Fund
Services Agreement dated July 14, 2017 between the Registrant and Commonwealth Fund
Services, Inc. on behalf of the Cboe Vest S&P 500
®
Enhance and Buffer
Fund.
45
|
|
(h)(15) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of The E-Valuator Funds.
23
|
|
(h)(16) |
Exhibit A
to the Fund Services Agreement dated December 1, 2015 between the Registrant and
Commonwealth Fund Services, Inc. on behalf of the Toreador Funds.
25
|
|
(h)(17) |
Fund Services
Agreement dated April 24, 2018 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the SIM Funds. (filed herewith)
|
|
(h)(18) |
Accounting
Services Agreement dated August 23, 2006 between the prior Funds Registrant
and Brown Brothers Harriman with respect to Toreador International Fund and the
Global Strategic Income Fund.
10
|
|
(h)(19) |
Novation Agreement
dated August 15, 2014 for Accounting Services between the Registrant and Brown Brothers
Harriman with respect to Toreador International Fund and the Global Strategic Income
Fund.
10
|
|
(h)(20) |
Amended and
Restated Schedule A dated October 31, 2014 to the Accounting Services Agreement
between the Registrant and UMB Fund Services, Inc. with respect to REMS International
Real Estate Value-Opportunity Fund.
7
|
|
(h)(21) |
Amended and
Restated Schedule A dated February 29, 2016 to the Accounting Services Agreement
between the Registrant and UMB Fund Services, Inc. with respect to Strategic Global
Long/Short Fund.
45
|
|
(h)(22) |
Expense Limitation
Agreement between the Registrant and Union Street Partners, LLC with respect to
the Class A Shares and Class C Shares of the Union Street Partners Value Fund.
47
|
(h)(23) |
Expense Limitation
Agreement between the Registrant and Perkins Capital Management, Inc. with respect
to shares of the Perkins Discovery Fund.
40
|
|
(h)(24) |
Expense Limitation
Agreement between the Registrant and Dalton, Greiner, Hartman, Maher & Co.,
LLC with respect to the DGHM Funds.
37
|
|
(h)(25) |
Expense Limitation
Agreement between the Registrant and Dalton, Greiner, Hartman, Maher & Co.,
LLC with respect to the DGHM MicroCap Value Funds.
24
|
|
(h)(26) |
Expense Limitation
Agreement between the Registrant and Real Estate Management Services Group, LLC
with respect to the REMS Real Estate Income 50/50 Fund, and REMS Real Estate Value-Opportunity
Fund.
36
|
|
(h)(27) |
Expense Limitation
Agreement between the Registrant and Real Estate Management Services Group, LLC
with respect to the REMS International Real Estate Value-Opportunity Fund.
56
|
|
(h)(28) |
Expense Limitation
Agreement between the Registrant and B. Riley Asset Management, a division of B.
Riley Capital Management, LLC with respect to the B. Riley Diversified Equity Fund.
55
|
|
(h)(29) |
Amended Expense
Limitation Agreement between the Registrant and Toreador Research & Trading,
LLC with respect to the Toreador Funds.
42
|
|
(h)(30) |
Expense Limitation
Agreement between the Registrant and Mission Institutional Advisors, LLC with respect
to the Mission-Auour Risk-Managed Global Equity Fund (formerly known as the Global
Strategic Income Fund.
47
|
|
(h)(31) |
Expense Limitation
Agreement between the Registrant and Strategic Asset Management, Ltd. with respect
to the Strategic Global Long/Short Fund.
19
|
|
(h)(32) |
Expense Limitation
Agreement between the Registrant and Cboe Vest Financial LLC, with respect to the
Cboe Vest Family of Funds.
27
|
|
(h)(33) |
Expense Limitation
Agreement between the Registrant and Cboe Vest Financial LLC, with respect to the
Cboe Vest Enhanced Growth Funds.
28
|
|
(h)(34) |
Expense Limitation
Agreement between the Registrant and Cboe Vest Financial LLC, with respect to the
Cboe Vest S&P 500
®
Dividend Aristocrats Target Income Fund.
39
|
|
(h)(35) |
Expense Limitation
Agreement between the Registrant and Cboe Vest Financial LLC, with respect to the
Cboe Vest S&P 500
®
Enhance and Buffer Fund.
45
|
|
(h)(36) |
Expense Limitation
Agreement between the Registrant and Systelligence, LLC, with respect to The E-Valuator
Funds. (filed herewith)
|
|
(h)(37) |
Expense Limitation
Agreement between the Registrant and Secure Investment Management, LLC, with respect
to the SIM Funds. (to be filed by amendment)
|
|
(h)(38) |
Shareholder
Services Plan, dated August 2, 2013 as amended April 21, 2016, with respect to Investor
Class Shares of the DGHM Funds.
24
|
|
(h)(39) |
Shareholder
Services Plan, dated April 21, 2016, with respect to the Cboe Vest Funds Class A
Shares and Class C Shares.
27
|
|
(h)(40) |
Shareholder
Services Plan, dated August 24, 2016, with respect to the Cboe Vest Enhanced Growth
Funds Class A Shares and Class C Shares.
28
|
(h)(41) |
Amended Shareholder
Services Plan, dated July 14, 2017, with respect to the Cboe Vest S&P 500
®
Dividend Aristocrats Target Income Fund Class A Shares, Class C Shares, Institutional
and Investor Class Shares.
39
|
|
(h)(42) |
Amended Shareholder
Services Plan, dated July 14, 2017, with respect to the Cboe Vest S&P 500
®
Enhance and Buffer Fund Class A Shares, Class C Shares, Institutional Class
Shares, and Investor Class Shares.
45
|
|
(h)(43) |
Amended Shareholder
Services Plan with respect to the REMS Real Estate Income 50/50 Fund, REMS Real
Estate Value-Opportunity Fund and the REMS International Real Estate Value-Opportunity
Fund.
38
|
|
(h)(44) |
Shareholder
Services Plan, dated April 21, 2016, with respect to The E-Valuator Funds Investor
Class Shares and Institutional Class Shares.
23
|
|
(h)(45) |
Shareholder
Services Plan, dated September 20, 2017, with respect to the Mission-Auour Risk-Managed
Global Equity Fund Class A Shares, Institutional Shares and Investor Shares.
45
|
|
(h)(46) |
Administrative
Services Agreement dated _____________, 2018, with respect to the SIM Funds. (to
be filed by amendment)
|
|
(i)(1) |
Opinion and
Consent of Legal Counsel for Union Street Partners Value Fund.
42
|
|
(i)(2) |
Consent of
Legal Counsel for Union Street Partners Value Fund.
47
|
|
(i)(3) |
Opinion and
Consent of Legal Counsel for Perkins Discovery Fund.
42
|
|
(i)(4) |
Consent of
Legal Counsel for Perkins Discovery Fund.
40
|
|
(i)(5) |
Opinion and
Consent of Legal Counsel for DGHM All-Cap Value Fund and DGHM V2000 Small Cap Value
Fund.
42
|
|
(i)(6) |
Consent of
Legal Counsel for DGHM Funds (filed herewith).
|
|
(i)(7) |
Opinion and
Consent of Legal Counsel for DGHM MicroCap Value Fund.
24
|
|
(i)(8) |
Consent of
Legal Counsel for B. Riley Diversified Equity Fund.
55
|
|
(i)(9) |
Consent of
Legal Counsel for Toreador Funds.
41
|
|
(i)(10) |
Opinion of
Legal Counsel for Toreador International Fund.
12
|
|
(i)(11) |
Opinion and
Consent of Legal Counsel for Toreador Core Fund.
12
|
|
(i)(12) |
Opinion of
Legal Counsel for Toreador Core Fund.
12
|
|
(i)(13) |
Opinion and
Consent of Counsel regarding tax matters for the reorganization of the Toreador
Core Fund from the Unified Series Trust into World Funds Trust.
13
|
|
(i)(14) |
Opinion and
Consent of Legal Counsel for Toreador Explorer Fund.
11
|
|
(i)(15) |
Opinion and
Consent of Legal Counsel for Toreador Select Fund.
25
|
|
(i)(16) |
Consent of
Legal Counsel for the Mission-Auour Risk-Managed Global Equity Fund (formerly known
as the Global Strategic Income Fund).
55
|
|
(i)(17) |
Opinion of
Legal Counsel for the European Equity Fund (now the Global Strategic Income Fund).
9
|
(i)(18) |
Opinion and
Consent of Legal Counsel for REMS International Real Estate Value-Opportunity Fund.
42
|
|
(i)(19) |
Consent of
Legal Counsel for REMS International Real Estate Value-Opportunity Fund.
15
|
|
(i)(20) |
Opinion and
Consent of Legal Counsel for REMS Real Estate Income 50/50 Fund.
5
|
|
(i)(21) |
Opinion of
Legal Counsel for REMS Real Estate Income 50/50 Fund.
9
|
|
(i)(22) |
Opinion and
Consent of Legal Counsel for REMS Real Estate Value-Opportunity Fund.
6
|
|
(i)(23) |
Opinion of
Legal Counsel for REMS Real Estate Value-Opportunity Fund.
9
|
|
(i)(24) |
Consent of
Legal Counsel for REMS International Real Estate Value-Opportunity Fund, REMS Real
Estate Income 50/50 Fund, REMS Real Estate Value-Opportunity Fund and Select Value
Real Estate Securities Fund.
56
|
|
(i)(25) |
Opinion and
Consent for Select Value Real Estate Securities Fund.
43
|
|
(i)(26) |
Opinion and
Consent of Legal Counsel for Clifford Capital Partners Fund.
18
|
|
(i)(27) |
Consent of
Legal Counsel for Clifford Capital Partners Fund.
46
|
|
(i)(28) |
Opinion and
Consent of Legal Counsel for Strategic Global Long/Short Fund.
19
|
|
(i)(29) |
Consent of
Legal Counsel for Strategic Global Long/Short Fund.
48
|
|
(i)(30) |
Opinion and
Consent of Legal Counsel for Cboe Vest Funds.
27
|
|
(i)(31) |
Opinion and
Consent of Legal Counsel for Cboe Vest Enhanced Growth Funds.
28
|
|
(i)(32) |
Consent of
Legal Counsel for Cboe Vest Family of Funds.
52
|
|
(i)(33) |
Opinion and
Consent of Legal Counsel for Cboe Vest S&P 500
®
Dividend Aristocrats
Target Income Fund.
39
|
|
(i)(34) |
Opinion and
Consent of Legal Counsel for Cboe Vest S&P 500
®
Enhance and Buffer
Fund.
44
|
|
(i)(35) |
Opinion and
Consent of Legal Counsel for Cboe Vest S&P 500
®
Buffer Strategy
Fund, Cboe Vest Defined Distribution Strategy Fund, Cboe Vest S&P 500
®
Enhanced
Growth Strategy Fund, and Cboe Vest S&P 500
®
Dividend Aristocrats
Target Income Fund with respect to the Class Y Shares.
51
|
|
(i)(36) |
Opinion and
Consent of Legal Counsel for The E-Valuator Funds.
23
|
|
(i)(37) |
Consent of
Legal Counsel for The E-Valuator Funds.
49
|
|
(i)(38) |
Opinion and
Consent of Legal Counsel for the SIM Funds.
53
|
|
(j)(1) |
Consent of
independent public accountants for Union Street Partners Value Fund.
47
|
|
(j)(2) |
Consent of
independent public accountants for Perkins Discovery Fund.
40
|
|
(j)(3) |
Consent of
independent public accountants for DGHM Funds. (filed herewith).
37
|
|
(j)(4) |
Consent of
Independent Certified Public Accountants, Grant Thornton LLP for the DGHM MicroCap,
G.P.
24
|
(j)(5) |
Consent of
Independent Certified Public Accountants, Grant Thornton LLP for the DGHM MicroCap,
G.P.
37
|
|
(j)(6) |
Consent of
independent public accountants for REMS International Real Estate Value-Opportunity
Fund, REMS Real Estate Income 50/50 Fund, REMS Real Estate Value-Opportunity Fund
and Select Value Real Estate Securities Fund.
56
|
|
(j)(7) |
Consent of
Independent Registered Public Accounting firm for B. Riley Diversified Equity Fund.
57
|
|
(j)(8) |
Consent of
Independent Registered Public Accounting firm for the Toreador Funds.
41
|
|
(j)(9) |
Consent of
Independent Registered Public Accounting firm for the Mission-Auour Risk-Managed
Global Equity Fund (formerly known as the Global Strategic Income Fund).
55
|
|
(j)(10) |
Consent of
Independent Registered Public Accounting firm for Clifford Capital Partners Fund.
46
|
|
(j)(11) |
Consent of
Independent Registered Public Accounting firm for Cboe Vest Family of Funds.
52
|
|
(j)(12) |
Consent of
auditor for The E-Valuator CIF Financial Statements.
49
|
|
(j)(13) |
Consent of
Independent Registered Public Accounting firm for The E-Valuator Funds.
49
|
|
(j)(14) |
Consent of
Independent Registered Public Accounting firm for Strategic Global Long/Short Fund.
48
|
|
(k) |
Not applicable.
|
|
(l) |
Not applicable.
|
|
(m)(1) |
Amended Schedule
A to the Distribution Plan Pursuant to Rule 12b-1 for Union Street Partners Value
Fund.
7
|
|
(m)(2) |
Fixed Compensation
Plan pursuant to Rule 12b-1 for Perkins Discovery Fund.
2
|
|
(m)(3) |
Distribution
Plan Pursuant to Rule 12b-1 for the Investor Class Shares and Class C Shares of
the DGHM Funds.
24
|
|
(m)(4) |
Distribution
Plan Pursuant to Rule 12b-1, dated November 26, 2013, for the Investor Class Shares
of the B. Riley Diversified Equity Fund.
3
|
|
(m)(5) |
Distribution
Plan Pursuant to Rule 12b-1, dated December 21, 2016, for the Investor Class Shares
and Class C Shares of the Toreador Funds.
41
|
|
(m)(6) |
Distribution
Plan Pursuant to Rule 12b-1, dated August 15, 2014, for the Class A Shares and Class
C Shares of the Mission-Auour Risk-Managed Global Equity Fund (formerly known as
the Global Strategic Income Fund).
45
|
|
(m)(7) |
Distribution
Plan Pursuant to Rule 12b-1, dated August 15, 2014, for the Platform Class Shares
of the REMS Real Estate Income 50/50 Fund.
5
|
|
(m)(8) |
Distribution
Plan Pursuant to Rule 12b-1, dated August 15, 2014, for the Platform Class Shares
of the REMS Real Estate Value-Opportunity Fund.
6
|
|
(m)(9) |
Distribution
Plan Pursuant to Rule 12b-1, dated May 16, 2017, for the Platform Class Shares of
the REMS International Real Estate Value-Opportunity Fund.
38
|
(m)(10) |
Distribution
Plan Pursuant to Rule 12b-1, dated May 16, 2014, for the Class A Shares, of the
B. Riley Diversified Equity Fund.
3
|
|
(m)(11) |
Distribution
Plan Pursuant to Rule 12b-1, dated November 10, 2015, for the Clifford Capital Partners
Fund.
18
|
|
(m)(12) |
Amended Distribution
and Shareholder Services Plan Pursuant to Rule 12b-1, dated February 18, 2016, for
the Strategic Global Long/Short Fund.
19
|
|
(m)(13) |
Distribution
Plan Pursuant to Rule 12b-1, dated July 6, 2016, for the Cboe Vest Family of Funds.
27
|
|
(m)(14) |
Distribution
Plan Pursuant to Rule 12b-1, dated August 24, 2016, for the Cboe Vest Enhanced Growth
Funds.
28
|
|
(m)(15) |
Amended Distribution
Plan Pursuant to Rule 12b-1, dated July 14, 2017 for the Cboe Vest S&P 500
®
Dividend Aristocrats Target Income Fund.
39
|
|
(m)(16) |
Amended Distribution
Plan Pursuant to Rule 12b-1, dated July 14, 2017 for the Cboe Vest S&P 500
®
Enhance and Buffer Fund.
45
|
|
(m)(17) |
Distribution
Plan Pursuant to Rule 12b-1, dated April 21, 2016, for The E-Valuator Funds.
23
|
|
(n)(1) |
Rule 18f-3
Multiple Class Plan for the Union Street Partners Value Fund.
47
|
|
(n)(2) |
Rule 18f-3
Multiple Class Plan for the DGHM Funds.
37
|
|
(n)(3) |
Rule 18f-3
Multiple Class Plan for the B. Riley Diversified Equity Fund.
34
|
|
(n)(4) |
Rule 18f-3
Multiple Class Plan for the Toreador Funds.
41
|
|
(n)(5) |
Rule 18f-3
Multiple Class Plan for the Mission-Auour Risk-Managed Global Equity Fund (formerly
known as the Global Strategic Income Fund).
45
|
|
(n)(6) |
Amended Rule
18f-3 Multiple Class Plan for the REMS Real Estate Income 50/50 Fund, REMS International
Real Estate Value-Opportunity Fund and the REMS Real Estate Value-Opportunity Fund.
50
|
|
(n)(7) |
Rule 18f-3
Multiple Class Plan for the Clifford Capital Partners Fund.
18
|
|
(n)(8) |
Rule 18f-3
Multiple Class Plan for the Strategic Global Long/Short Fund.
19
|
|
(n)(9) |
Rule 18f-3
Multiple Class Plan for the Cboe Vest Family of Funds.
52
|
|
(n)(13) |
Rule 18f-3
Multiple Class Plan for The E-Valuator Funds.
23
|
|
(o) |
Reserved.
|
|
(p)(1) |
Code of Ethics
for the Registrant.
41
|
|
(p)(2) |
Code of Ethics
for Principal Underwriter. (filed herewith)
|
|
(p)(3) |
Code of Ethics
for Union Street Partners, LLC.
42
|
|
(p)(4) |
Code of Ethics
for McGinn Investment Management, Inc.
5
|
|
(p)(5) |
Code of Ethics
for Perkins Capital Management, Inc.
42
|
|
(p)(6) |
Code of Ethics
for Real Estate Management Services Group, LLC.
38
|
(p)(7) |
Code of Ethics
for B. Riley Asset Management, a division of B. Riley Capital Management, LLC.
42
|
|
(p)(8) |
Code of Ethics
for Toreador Research & Trading, LLC.
8
|
|
(p)(9) |
Code of Ethics
for Mission Institutional Advisors, LLC dba Mission Funds Advisors.
45
|
|
(p)(10) |
Code of Ethics
for Auour Investments, LLC.
45
|
|
(p)(11) |
Code of Ethics
for Dalton, Greiner, Hartman, Maher & Co., LLC.
42
|
|
(p)(12) |
Code of Ethics
for Strategic Asset Management, Ltd.
7
|
|
(p)(13) |
Code of Ethics
for Clifford Capital Partners, LLC.
18
|
|
(p)(14) |
Code of Ethics
for Cboe Vest Financial LLC.
44
|
|
(p)(15) |
Code of Ethics
for Systelligence, LLC.
23
|
|
(p)(16) |
Code of Ethics
for Secure Investment Management, LLC.
53
|
|
(q) |
Powers of
Attorney.
42
|
|
1. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on June
30, 2014. (File Nos. 333-148723 and 811-22172).
|
|
2. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
29, 2014. (File Nos. 333-148723 and 811-22172).
|
|
3. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
1, 2014. (File Nos. 333-148723 and 811-22172).
|
|
4. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
15, 2014. (File Nos. 333-148723 and 811-22172).
|
|
5. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
15, 2014. (File Nos. 333-148723 and 811-22172).
|
|
6. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
15, 2014. (File Nos. 333-148723 and 811-22172).
|
|
7. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on October
31, 2014. (File Nos. 333-148723 and 811-22172).
|
|
8. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on December
29, 2014. (File Nos. 333-148723 and 811-22172).
|
|
9. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
28, 2015. (File Nos. 333-148723 and 811-22172).
|
|
10. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on March
31, 2015. (File Nos. 333-148723 and 811-22172).
|
|
11. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
29, 2015. (File Nos. 333-148723 and 811-22172).
|
|
12. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
8, 2015. (File Nos. 333-148723 and 811-22172).
|
|
13. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
6, 2015. (File Nos. 333-148723 and 811-22172).
|
|
14. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
28, 2015. (File Nos. 333-148723 and 811-22172).
|
|
15. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on September
16, 2015. (File Nos. 333-148723 and 811-22172).
|
|
16. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on November
6, 2015. (File Nos. 333-148723 and 811-22172).
|
|
17. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on November
20, 2015. (File Nos. 333-148723 and 811-22172).
|
18. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
8, 2016. (File Nos. 333-148723 and 811-22172).
|
|
19. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
23, 2016. (File Nos. 333-148723 and 811-22172).
|
|
20. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
29, 2016. (File Nos. 333-148723 and 811-22172).
|
|
21. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
29, 2016. (File Nos. 333-148723 and 811-22172).
|
|
22. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
29, 2016. (File Nos. 333-148723 and 811-22172).
|
|
23. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
26, 2016. (File Nos. 333-148723 and 811-22172).
|
|
24. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
31, 2016. (File Nos. 333-148723 and 811-22172).
|
|
25. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on June
30, 2016. (File Nos. 333-148723 and 811-22172).
|
|
26. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
29, 2016. (File Nos. 333-148723 and 811-22172).
|
|
27. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
23, 2016. (File Nos. 333-148723 and 811-22172).
|
|
28. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on December
12, 2016. (File Nos. 333-148723 and 811-22172).
|
|
29. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on December
23, 2016. (File Nos. 333-148723 and 811-22172).
|
|
30. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
30, 2017. (File Nos. 333-148723 and 811-22172).
|
|
31. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
30, 2017. (File Nos. 333-148723 and 811-22172).
|
|
32. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
30, 2017. (File Nos. 333-148723 and 811-22172).
|
|
33. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
28, 2017. (File Nos. 333-148723 and 811-22172).
|
|
34. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
1, 2017. (File Nos. 333-148723 and 811-22172).
|
|
35. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
1, 2017. (File Nos. 333-148723 and 811-22172).
|
|
36. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
1, 2017. (File Nos. 333-148723 and 811-22172).
|
|
37. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on June
28, 2017. (File Nos. 333-148723 and 811-22172).
|
|
38. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on June
29, 2017. (File Nos. 333-148723 and 811-22172).
|
|
39. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
24, 2017. (File Nos. 333-148723 and 811-22172).
|
|
40. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
31, 2017. (File Nos. 333-148723 and 811-22172).
|
|
41. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
28, 2017. (File Nos. 333-148723 and 811-22172).
|
|
42. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on October
4, 2017. (File Nos. 333-148723 and 811-22172).
|
|
43. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on October
24, 2017. (File Nos. 333-148723 and 811-22172).
|
|
44. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on November
7, 2017. (File Nos. 333-148723 and 811-22172).
|
45. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on December
28, 2017. (File Nos. 333-148723 and 811-22172).
|
|
46. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
29, 2018. (File Nos. 333-148723 and 811-22172).
|
|
47. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
29, 2018. (File Nos. 333-148723 and 811-22172).
|
|
48. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
29, 2018. (File Nos. 333-148723 and 811-22172).
|
|
49. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
29, 2018. (File Nos. 333-148723 and 811-22172).
|
|
50. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
23, 2018. (File Nos. 333-148723 and 811-22172).
|
|
51. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
26, 2018. (File Nos. 333-148723 and 811-22172).
|
|
52. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on February
28, 2018. (File Nos. 333-148723 and 811-22172).
|
|
53. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
18, 2018. (File Nos. 333-148723 and 811-22172).
|
|
54. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
30, 2018. (File Nos. 333-148723 and 811-22172).
|
|
55. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
30, 2018. (File Nos. 333-148723 and 811-22172).
|
|
56. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on April
30, 2018. (File Nos. 333-148723 and 811-22172).
|
|
57. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on May
15, 2018. (File Nos. 333-148723 and 811-22172).
|
Item 29. Persons Controlled By or Under Common Control With Registrant
None. |
Item 30. Indemnification
See Article VIII, Section 2 of the Registrants Agreement and Declaration of Trust and the section titled Indemnification of Trustees, Officers, Employees and Other Agents in the Registrants By-Laws.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.
Item 31. Business and other Connections of the Investment Adviser
The list required by this Item 31 as to any other business, profession, vocation or employment of a substantial nature in which each of the investment advisers and sub-advisers, and each director, officer or partner of such investment advisers or sub-advisers, is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner or trustee, is incorporated herein by reference to Schedules A and D of each investment advisers or sub-advisers Form ADV listed opposite such investment advisers or sub-advisers name below, which is currently on file with the SEC as required by the Investment Advisers Act of 1940, as amended.
Name of Investment Adviser / Sub-Adviser |
Form ADV File No. |
Union Street Partners, LLC |
801-72120 |
McGinn Investment Management, Inc. |
801-40578 |
Dalton, Greiner, Hartman, Maher & Co., LLC |
801-62895 |
Perkins Capital Management, Inc. |
801-22888 |
B. Riley Asset Management, a division of B. Riley Capital Management, LLC |
801-78852 |
Real Estate Management Services Group, LLC |
801-61061 |
Mission Institutional Advisors, LLC dba Mission Funds Advisors |
801-111759 |
Auour Investments, LLC |
801-80544 |
Toreador Research & Trading, LLC |
801-66461 |
Strategic Asset Management, Ltd. |
801-70903 |
Clifford Capital Partners, LLC |
801-78911 |
Cboe Vest Financial LLC |
801-77463 |
Systelligence, LLC |
801-107695 |
Secure Investment Management, LLC |
801-80752 |
Item 32. Principal Underwriters
a) |
First
Dominion Capital Corp. also acts as underwriter to The World Funds, Inc.
|
|
b) |
First Dominion
Capital Corp. The information required by this Item 32(b) with respect to each director,
officer or partner of FDCC is incorporated herein by reference to Schedule A of
Form BD, filed by FDCC with the SEC pursuant to the Securities Exchange Act of 1934,
as amended (File No. 8-33719).
|
|
c) |
Not applicable.
|
Item 33. Location of Accounts and Records
The accounts, books or other documents of the Registrant required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are kept in several locations:
a) |
Commonwealth
Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235
(records relating to its function as transfer agent to the Funds).
|
|
b) |
First Dominion
Capital Corporation, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235
(records relating to its function as distributor to the Funds).
|
|
c) |
Union Street
Partners LLC, 1421 Prince Street, Suite 400 Alexandria, Virginia 22314. (records
relating to its function as investment adviser to the Union Street Partners Value
Fund).
|
d) |
McGinn Investment
Management, Inc., 201 North Union Street, Suite 101, Alexandria, Virginia 22314
(records relating to its function as sub-adviser to the Union Street Partners Value
Fund).
|
|
e) |
Perkins Capital
Management, Inc., 730 East Lake Street, Wayzata, Minnesota 55391-1769 (records relating
to its function as investment adviser to the Perkins Discovery Fund).
|
|
f) |
Dalton, Greiner,
Hartman, Maher & Co., LLC, 565 Fifth Avenue, Suite 2101, New York, New York
10017 (records relating to its function as the investment adviser to the DGHM Funds).
|
|
g) |
Real Estate
Management Services Group, LLC, 1100 Fifth Avenue, South, Suite 301, Naples, Florida
34102-6407 (records relating to its function as the investment adviser to the REMS
International Real Estate Value-Opportunity Fund; REMS Real Estate Income 50/50
Fund, REMS Real Estate Value-Opportunity Fund and Select Value Real Estate Securities
Fund).
|
|
h) |
B. Riley Asset
Management, a division of B. Riley Capital Management, LLC, 11100 Santa Monica Blvd.,
Suite 800, Los Angeles, California 90025 (records relating to its function as the
investment adviser to the B. Riley Diversified Equity Fund).
|
|
i) |
Toreador Research
& Trading, LLC, 422 Fleming Street, Suite 7, Key West, Florida 33040 (records
relating to its function as the investment adviser to the Toreador Funds).
|
|
j) |
Mission Institutional
Advisors, LLC dba Mission Funds Advisors, 2651 North Harwood Street, Suite 525,
Dallas, Texas 75201 (records relating to its function as the investment adviser
to the Mission-Auour Risk-Managed Global Equity Fund).
|
|
k) |
Auour Investments,
LLC, 162 Main Street, Suite 2, Wenham, Massachusetts 01984 (records relating to
its function as sub-adviser to the Mission-Auour Risk-Managed Global Equity Fund).
|
|
l) |
Strategic
Asset Management, Ltd., Calle Ayacucho No. 277, La Paz, Bolivia (records relating
to its function as the investment adviser to the Strategic Latin America Fund and
Strategic Global Long/Short Fund).
|
|
m) |
Clifford Capital
Partners, LLC, 40 Shuman Boulevard, Suite 256, Napierville, Illinois, 60563 (records
relating to its function as the investment adviser to the Clifford Capital Partners
Fund).
|
|
n) |
Cboe Vest
Financial LLC, 1765 Greensboro Station Place, 9th Floor, McLean, Virginia 22102
(records relating to its function as the investment adviser to the Cboe Vest Family
of Funds).
|
|
o) |
Systelligence,
LLC, 7760 France Avenue South, Suite 810, Bloomington, Minnesota 55435 (records
relating to its function as the investment adviser to The E-Valuator Funds).
|
|
p) |
Secure Investment
Management, LLC, 3067 W Ina Road, Suite 125, Tucson, Arizona 85741 (records relating
to its function as the investment adviser to the SIM Funds).
|
Item 34. Management Services
There are no management-related service contracts not discussed in Parts A or B of this Form.
Item 35. Undertakings
Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) of the Securities Act and has duly caused this Post-Effective Amendment No. 302 to the Registrants Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia on the 28 th day of June, 2018.
WORLD FUNDS TRUST
By: /s/ David A. Bogaert | ||
David A. Bogaert | ||
President and Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 302 to the Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the dates indicated.
*Attorney-in-fact pursuant to Powers of Attorney
EXHIBITS
(e)(17) |
Amended Principal
Underwriter Agreement dated May 16, 2018 between the Registrant and First Dominion
Capital Corp with respect to the SIM Funds.
|
|
(h)(17) |
Fund Services
Agreement dated April 24, 2018 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the SIM Funds.
|
|
(h)(36) |
Expense Limitation
Agreement between the Registrant and Systelligence, LLC, with respect to The E-Valuator
Funds.
|
|
(i)(6) |
Consent of
Legal Counsel for DGHM Funds.
|
|
(j)(3) |
Consent of
independent public accountants for DGHM Funds.
|
|
(p)(2) |
Code of Ethics
for Principal Underwriter.
|
AMENDED PRINCIPAL UNDERWRITER AGREEMENT
THIS AMENDED AGREEMENT , which was first made as of May 1, 2018 and is hereby amended as of May 16, 2018, is by and between the World Funds Trust, an open-end management investment company (the Trust), and First Dominion Capital Corp., a Virginia corporation (FDCC),
WHEREAS , FDCC is a broker-dealer registered with the Securities and Exchange Commission (the Commission) and a member of the Financial Industry Regulatory Authority (FINRA), formerly known as the National Association of Securities Dealers, Inc. (the NASD); and
WHEREAS , the Trust is registered as a diversified, open-end management investment company under the Investment Company Act of 1940, as amended (the Act); and
WHEREAS , the Trust is authorized to offer shares of beneficial interest (the Shares) in one or more separate series (each a Fund and together the Funds), each with one or more separate classes of Shares; and
WHEREAS , the Trust wishes to retain FDCC to provide statutory principal underwriting services to the Funds listed in Schedule A and FDCC is willing to furnish such services; and
WHEREAS , the Board of Trustees of the Trust has approved such engagement:
NOW, THEREFORE , in consideration of the promises and agreements of the parties contained herein, and for good consideration, the receipt and sufficiency of which is acknowledged by both parties, the parties, intending to be legally bound, hereby agree as follows:
1. | Appointment. | |||
The Trust hereby engages FDCC as the Funds exclusive agent for the distribution
of the Shares, and FDCC hereby accepts such appointment under the terms of this
Agreement. The services that FDCC will perform pursuant to this appointment are
described more specifically in Schedule B. While this Agreement is in force, the
Trust shall not sell any Shares, except on the terms set forth in this Agreement.
Notwithstanding any other provision hereof, the Trust may terminate, suspend or
withdraw the offering of Shares whenever, in each entitys sole discretion,
it deems such action to be desirable.
|
||||
2.
|
Sale and Repurchase of Shares.
|
|||
(a) |
FDCC will
have the right, as agent for the Funds, to enter into agreements with brokers, dealers
and other financial intermediaries (generally, Financial Intermediary)
against orders therefor at the public offering price (as defined in subparagraph
2(d) hereof) stated in each Funds currently effective Registration Statement
on Form N-1A under the Act and the Securities Act of 1933, as amended, including
the then current prospectus and statement of additional information (the Registration
Statement). Upon receipt of an order to purchase Shares from a Financial Intermediary
with whom FDCC has a agreement, FDCC will promptly cause such order to be filled
by the appropriate Fund.
|
|||
(b) |
FDCC will
also have the right, as agent for the Funds, to sell such Shares to the public against
orders therefor at the public offering price.
|
|||
(c) |
FDCC will
also have the right to take, as agent for the Funds, all actions which, in FDCCs reasonable judgment, are necessary to carry into effect the distribution
of the Shares.
|
|||
(d) |
The public
offering price for the Shares of each Fund shall be the respective net asset value
of the Shares of that Fund then in effect, plus any applicable sales charge determined
in the manner set forth in the Registration Statement or as permitted by the Act
and the rules and regulations of the Commission promulgated thereunder. In no event
shall any applicable sales charge exceed the maximum sales charge permitted by the
Rules of the FINRA.
|
First Dominion Capital Corp. | World Funds Trust - 1 |
(e) |
The net asset
value of the Shares of each Fund shall be determined in the manner provided in the
Registration Statement, and when determined shall be applicable to transactions
as provided for in the Funds Registration Statement. The net asset value of
the Shares of each Fund shall be calculated by the applicable Fund or its authorized
designee on behalf of the Fund. FDCC shall have no duty to inquire into or liability
for the accuracy of the net asset value per Share as calculated.
|
|||
(f)
|
On every sale,
the applicable Fund shall receive the applicable net asset value of the Shares promptly,
but in no event later than the third business day following the date on which FDCC
shall have received an order for the purchase of the Shares.
|
|||
(g)
|
Upon receipt
of purchase instructions, FDCC will transmit such instructions to the applicable
Fund or its authorized transfer agent for registration of the Shares purchased.
|
|||
(h)
|
Nothing in
this Agreement shall prevent FDCC or any affiliated person (as defined in the Act)
of FDCC from acting as principal underwriter or distributor for any other person,
firm or corporation (including other investment companies) or in any way limit or
restrict FDCC or any such affiliated person from buying, selling or trading any
securities for its or their own account or for the accounts of others from whom
it or they may be acting; provided, however, that FDCC expressly represents that
it will undertake no activities which, in its reasonable judgment, will adversely
affect the performance of its obligations to the Funds under this Agreement.
|
|||
(i)
|
FDCC, as agent
of and for the account of the Funds, may repurchase the Shares at such prices and
upon such terms and conditions as shall be specified in the Registration Statement.
|
|||
3.
|
Sale of Shares by the Fund.
|
|||
Each Fund reserves the right to issue any Shares at any time directly to the holders
of Shares (Shareholders), to sell Shares to its Shareholders or to other persons
at not less than net asset value and to issue Shares in exchange for substantially
all the assets of any corporation or trust or for the shares of any corporation
or trust.
|
||||
4.
|
Basis of Sale of Shares.
|
|||
This Agreement is not a firm commitment underwriting and, as a result, FDCC does
not agree to sell any specific number of Shares. FDCC, as agent for the Funds, undertakes
to sell Shares on a best efforts basis only against orders therefor.
|
||||
5.
|
Rules of FINRA, etc.
|
|||
|
||||
(a)
|
FDCC will
conform its activities to the Rules of FINRA and the securities laws of the Commission
and any jurisdiction in which it sells, directly or indirectly, any Shares.
|
|||
(b)
|
FDCC will
require each Financial Intermediaries with whom FDCC has a agreement to conform
to the applicable provisions hereof and the Registration Statement with respect
to the public offering price of the Shares, and neither FDCC nor any such Financial
Intermediaries shall withhold the placing of purchase orders so as to make a profit
thereby.
|
|||
(c)
|
The Trust
agrees to furnish to FDCC sufficient copies of any agreements, plans or other materials
it intends to use in connection with any sales of Shares in reasonably adequate
time for FDCC, on behalf of any applicable Fund, to file and clear them with the
proper authorities before they are put in use, and not to use them until so filed
and cleared.
|
|||
(d)
|
FDCC, at its
own expense, will qualify as dealer or broker, or otherwise, under all applicable
state or federal laws required in order that Shares may be sold in such states as
may be mutually agreed upon by the parties.
|
|||
(e)
|
FDCC shall
not make, or permit any representative or any Financial Intermediaries to make,
in connection with any sale or solicitation of a sale of the Shares, any representations
or statement (whether orally or in writing) concerning the Shares except those contained
in the then current prospectus and statement of additional information or as may
otherwise be permitted under applicable law covering the Shares. Copies of the then
effective prospectus and statement
of additional information and any such printed supplemental information will be
supplied to FDCC in reasonable quantities upon request.
|
First Dominion Capital Corp. | World Funds Trust - 2 |
6. |
Records to be Supplied by the Trust
|
|||
The Funds shall furnish to FDCC copies of all information, financial statements and
other papers which FDCC may reasonably request for use in connection with the distribution
of the Shares, and this shall include, but shall not be limited to, one certified
copy, upon request by FDCC, of all financial statements prepared for the Funds by
independent public accountants.
|
||||
7. |
Fees and Expenses.
|
|||
(a) |
For its
services as principal underwriter for the Funds, FDCC shall be entitled to receive
the fees set forth in Schedule C.
|
|||
(b) |
FDCC is
authorized to collect the gross proceeds derived from the sale of the Shares, remit
the net asset value thereof to the Funds upon receipt of the proceeds and retain
the sales charge, if any.
|
|||
(c) |
FDCC may
receive from each Fund a distribution fee and/or service fee at the rates under
terms of and conditions of any distribution plans (Plans) adopted by
each class of a Fund, as such Plans are in effect from time to time, and subject
to any further limitations of such fees as the Trusts Board of Trustees may
impose. In circumstances described in the foregoing sentence, FDCC shall not be
entitled to receive the amount payable under the Plans. This provision shall not
limit the Trust from entering into an agreement with a financial intermediary directly,
regardless of whether FDCC is also a party to such agreement, pursuant to which
the Trust compensates the financial intermediary with fees payable pursuant to the
Plans
|
|||
(d) |
FDCC shall
reallow any or all of the sales charge, distribution fee and service fee that it
has received under this Agreement to a Financial Intermediary as it may from time
to time determine in accordance with a schedule set forth in the Registration Statement
of the Fund or as otherwise negotiated by FDCC. Payment of any sales charge shall
be the sole obligation of FDCC. Notwithstanding the foregoing, FDCC may not reallow
to any financial intermediary for shareholder services an amount in excess of 0.25%
of the average annual net asset value of the shares with respect to which said intermediary
provides shareholder services
|
|||
(e) |
FDCC may
from time to time employ or associate with such person or persons as may be appropriate
to assist FDCC in the performance of this Agreement. Such person or persons may
be officers, employees other agents who are employed or designated as officers by
FDCC, the Fund, and/or affiliated entities of the Funds. To the extent that FDCC
employs or retains such persons, FDCC shall pay the compensation of such person
or persons for such employment, and no obligation will be incurred by or on behalf
of the Fund in such respect unless specifically approved by the Board of Trustees.
Persons who become associated with FDCC as registered representatives or in like
fashion shall not be compensated by FDCC other than pursuant to a separate agreement,
if any.
|
|||
8. |
Indemnification of the Funds.
|
|||
FDCC agrees to indemnify and hold harmless the Funds and each person who has been,
is, or may hereafter be a trustee, officer, employee, shareholder or control person
of the Trust against any loss, damage or expense (including the reasonable costs
of investigation) reasonably incurred by any of them in connection with any claim
or in connection with any action, suit or proceeding to which any of them may be
a party, which arises out of or is alleged to arise out of or is based upon any
untrue statement or alleged untrue statement of a material fact, or the omission
or alleged omission to state a material fact necessary to make the statements not
misleading, on the part of FDCC or any agent or employee of FDCC or any other person
for whose acts FDCC is responsible, unless such statement or omission was made in
reliance upon written information furnished by the Fund. FDCC likewise agrees to
indemnify and hold harmless each Fund and each such person in connection with any
claim or in connection with any action, suit or proceeding which arises out of or
is alleged to arise out of FDCCs failure to exercise reasonable care and diligence
with respect to its services, if any, rendered in connection with investment, reinvestment,
automatic withdrawal and other plans for Shares. The term expenses for purposes
of this and the next paragraph includes amounts paid in satisfaction of judgments
or in
|
First Dominion Capital Corp. | World Funds Trust - 3 |
settlements
which are made with FDCCs consent. The foregoing rights of indemnification
shall be in addition to any other rights to which the Funds or each such person
may be entitled as a matter of law.
|
||
9. |
Indemnification
of FDCC.
|
|
Each Fund
agrees to indemnify and hold harmless FDCC and each person who has been, is, or
may hereafter be a director, officer, employee, shareholder or control person of
FDCC against any loss, damage or expense (including the reasonable costs of investigation)
reasonably incurred by any of them in connection with the matters to which this
Agreement relates, including clerical errors and mechanical failures, except a loss
resulting from willful misfeasance, bad faith or negligence, on the part of any
of such persons in the performance of FDCCs duties or from the reckless disregard
by any of such persons of FDCCs obligations and duties under this Agreement,
for all of which exceptions FDCC shall be liable to each Fund.
|
||
In order
that the indemnification provisions contained in this Paragraph 9 shall apply, it
is understood that if in any case a Fund may be asked to indemnify FDCC or any other
person or hold FDCC or any other person harmless, such Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is further
understood that FDCC will use all reasonable care to identify and notify a Fund
promptly concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against a Fund. The Funds shall
have the option to defend FDCC and any such person against any claim which may be
the subject of this indemnification, and in the event that either party so elects,
it will so notify FDCC, and thereupon the Trust shall take over complete defense
of the claim, and neither FDCC nor any such person shall in such situation initiate
further legal or other expenses for which it shall seek indemnification under this
Paragraph 9. FDCC shall in no case confess any claim or make any compromise in any
case in which a Fund will be asked to indemnify FDCC or any such person except with
the appropriate Funds written consent.
|
||
Notwithstanding
any other provision of this Agreement, FDCC shall be entitled to receive and act
upon advice of counsel (who may be counsel for the Funds or its own counsel) and
shall be without liability for any action reasonably taken or thing reasonably done
pursuant to such advice, provided that such action is not in violation of applicable
federal or state laws or regulations.
|
||
10. |
Termination
and Amendment of this Agreement.
|
|
This Agreement
shall continue in effect for a period no more than two years from the date of its
execution with respect to each Fund, only so long as such continuance is specifically
approved at least annually by the Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund. This Agreement will terminate automatically,
without the payment of any penalty, in the event of its assignment. Either the Trust
or FDCC may at any time terminate this Agreement on ninety (90) days written
notice delivered or mailed by registered mail, postage prepaid, to the other party.
This Agreement may be amended only if such amendment is approved by the parties
hereto and in a manner consistent with applicable law.
|
||
11. |
Effective
Period of this Agreement.
|
|
This Agreement
shall take effect on the date referenced above, and shall remain in full force and
effect until for a period of two (2) years thereafter (unless terminated automatically
as set forth in Paragraph 10), and shall continue from year to year thereafter,
subject to annual approval as required by the Act.
|
||
12. |
New
Funds.
|
|
The terms
and provisions of this Agreement shall become automatically applicable to any additional
Funds of the Trust established during the initial or renewal term of this Agreement.
|
||
13. |
Successor
Investment Fund.
|
|
Unless
this Agreement has been terminated in accordance with Paragraph 10, the terms and
provisions of this Agreement shall become automatically applicable to any investment
company which is a successor to the Trust as a result of reorganization, recapitalization
or change of domicile.
|
First Dominion Capital Corp. | World Funds Trust - 4 |
14. |
Limitation of Liability.
|
|||
It is expressly agreed that the obligations of the Trust hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Funds, personally, but bind only the trust property of the Funds. The execution
and delivery of this Agreement have been authorized by the Trust and signed by an
officer of each Fund, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Funds.
|
||||
15. |
Severability.
|
|||
In the event any provision of this Agreement is determined to be void or unenforceable,
such determination shall not affect the remainder of this Agreement, which shall
continue to be in force.
|
||||
16. |
Questions of Interpretation.
|
|||
(a)
|
This Agreement
shall be governed by the laws of the State of Delaware.
|
|||
(b)
|
Any question
of interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to interpretation thereof, if
any, by the United States courts or in the absence of any controlling decision of
any such court, by rules, regulations or orders of the Securities and Exchange Commission
issued pursuant to said Act. In addition, where the effect of a requirement of the
Act, reflected in any provision of this Agreement is revised by rule, regulation
or order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
|
|||
17. |
Notices.
|
|||
Any notices under this Agreement shall be in writing, addressed and delivered or
mailed postage paid to the other party, with a copy to the Funds counsel,
at such address as such other party may designate for the receipt of such notice.
Such notice will be effective upon receipt. Until further notice to the other party,
it is agreed that the address of each party for this purpose shall be:
|
(a) If to the Funds, to: | ||
World Funds Trust | ||
8730 Stony Point Pkwy, Suite 205 | ||
Richmond, VA 23235 | ||
Attn: President | ||
(b) If to FDCC, to: | ||
First Dominion Capital Corp. | ||
8730 Stony Point Pkwy, Suite 205 | ||
Richmond, VA 23235 | ||
Attn: President |
18. | Execution. | |
This Agreement may be executed by one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one in the same instrument. |
First Dominion Capital Corp. | World Funds Trust - 5 |
19. |
AML
and Privacy.
|
|
FDCC represents
that it is in compliance in all material respects, and will continue to so comply,
with all applicable laws and regulations relating to guarding against terrorism
and money laundering, and FDCC agrees to comply with the Trusts anti-money
laundering program to the extent applicable. FDCC also agrees to comply with the
Trusts privacy policies with respect to all information obtained pursuant
to this Agreement.
|
||
20. |
Headings.
|
|
All Section
headings contained in this Agreement are for convenience of reference only, do not
form a part of this Agreement and will not affect in any way the meaning or interpretation
of this Agreement. Words used herein, regardless of the number and gender specifically
used, will be deemed and construed to include any other number, singular or plural,
and any other gender, masculine, feminine, or neuter, as the Agreement requires.
|
||
21. |
Entire
Agreement.
|
|
This Agreement
constitutes the entire agreement between the parties hereto and supersedes all prior
agreements, understandings and arrangements with respect to the subject matter hereof.
|
SIGNATURES
IN WITNESS WHEREOF , the Trust and FDCC have each caused this Agreement to be signed in duplicate on their behalf, all as of the day and year first above written.
WORLD FUNDS TRUST | |||
By: /s/ David A. Bogaert | Date: May 1, 2018 | ||
Print Name: David A. Bogaert | |||
Title: President and Principal Executive Officer | |||
FIRST DOMINION CAPITAL CORP. | |||
By: /s/ Holly Giangiulio | Date: May 1, 2018 | ||
Print Name: Holly Giangiulio | |||
Title: Principal |
First Dominion Capital Corp. | World Funds Trust - 6 |
Schedule A
To the
Underwriter
Agreement
Funds
SIM U.S. Core Managed Volatility Fund
SIM Global Core Managed Volatility Fund
SIM Global Moderate Managed Volatility
Fund
SIM Global Equity Fund
SIM Income Fund
First Dominion Capital Corp. | World Funds Trust - 7 |
Schedule B
To the
Underwriter
Agreement
Services
First Dominion Capital Corp. | World Funds Trust - 8 |
Commonwealth Fund Services, Inc.
FUND SERVICES AGREEMENT
Accounting Services
Administration Services
Transfer Agency Services
Between
Commonwealth Fund Services, Inc.
and
World Funds Trust
September 20, 2017
Exhibit A Series Portfolios
Exhibit
B Administrative Services
Exhibit C Accounting Services
Exhibit
D Transfer Agency Services
Exhibit E Fees and Expenses
AMENDED FUND SERVICES AGREEMENT
This Amended Fund Services Agreement (Agreement), dated as of May 1, 2018, between Commonwealth Fund Services, Inc., a corporation organized in accordance with the laws of the Commonwealth of Virginia (CFS) and World Funds Trust, a statutory trust organized and existing under the laws of the State of Delaware (the Trust).
WITNESSETH:
WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the 1940 Act) and consists of one more series portfolios listed on Exhibit A (the Funds), each of which may consist of one or more classes of shares of beneficial interest; and
WHEREAS, the Trust wishes to retain CFS to provide certain transfer agent, fund accounting, administration, dividend disbursing, anti-money laundering and other general services (the Services) with respect to the Funds and CFS is willing to furnish such Services;
NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment .
The Trust hereby appoints CFS as transfer agent, fund accountant, administrator, dividend disbursing agent and anti-money laundering agent for the Trust on the terms and conditions set forth in this agreement, and CFS hereby accepts such appointment and agrees to perform the Services as set forth in this Agreement. The Services of CFS shall be confined to those matters expressly set forth herein or as may be agreed to from time to time, and no implied duties are assumed by or may be asserted against CFS hereunder. Notwithstanding the foregoing, to the extent the Trust determines that it would be appropriate to engage another service provider (either directly or through CFS) as the sub-transfer agent, sub-fund accountant, sub-administrator, or, sub-dividend disbursing agent, CFS responsibilities with respect to such function shall be confined to overseeing such function any such relationship shall be noted and described in Exhibit E to this Agreement.
Section 2. Representations and Warranties of CFS .
CFS hereby represents and warrants to the Trust that:
(a) It is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Virginia;
(b) It is duly qualified to carry on its business in the Commonwealth of Virginia;
(c) It is empowered under applicable laws and by its By-Laws to enter into this Agreement and perform its duties under this Agreement;
(d) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement;
(e) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement;
(f) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of CFS, enforceable against CFS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and securities parties; and
(g) It is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
Section 3. Representations and Warranties of the Trust .
The Trust hereby represents and warrants to CFS that:
(a) It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware;
(b) It is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement;
(c) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement;
(d) It is an open-end management investment company registered under the 1940 Act;
(e) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(f) A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to all shares of the Funds and any classes thereof being offered for sale.
Section 4. Trust Reports to CFS Delivery of Documents and Other Materials .
The Trust shall furnish or otherwise make available to CFS such copies of each Funds prospectus, statement of additional information, financial statements, proxy statements, shareholder reports, each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act, each current shareholder services plan or similar document adopted by the Fund, each Funds net asset value per share, declaration, record and payment dates, amounts of any dividends or income, special actions relating to each Funds securities and other information relating to the Trusts business and affairs as CFS may, at any time or from time to time, reasonably require in order to discharge its obligations under this
Agreement. CFS shall maintain such information as required by regulation and as agreed upon between the Trust and CFS. The Trust will complete all necessary prospectus and compliance reports, as well as monitoring the various limitations and restrictions.
Prior to commencement of CFSs responsibilities under this Agreement, if applicable, the Trust shall deliver or cause to be delivered to CFS (i) an accurate list of shareholders of the Trust, showing each shareholders address of record, number of shares owned and whether such shares are represented by outstanding share certificates and (ii) all shareholder records, files, and other materials necessary or appropriate for proper performance of the functions assumed by CFS under this Agreement.
Section 5. Services Provided by CFS .
(a) CFS will provide, or supervise the performance of others, the Services described herein subject to the direction and supervision of the Trusts Board of Trustees (the Board), and in compliance with the objectives, policies and limitations set forth in the Trusts currently effective Registration Statement, Declaration of Trust and By-Laws, applicable laws and regulations, and all resolutions, policies and procedures adopted by the Board, and further subject to CFSs policies and procedures as in effect from time to time. CFS shall be responsible for all necessary office space, equipment, personnel, and facilities necessary for it to perform its obligations under this Agreement. CFS may sub-contract with third parties to perform certain of the Services to be performed by CFS hereunder; provided, however, that CFS shall remain principally responsible to the Trust for the acts and omissions of such other entities and provided further that CFS shall be responsible for the payment of such third parties unless the Board approves such payment in a separate agreement or otherwise approves passing the costs associated with such third party onto the Funds as an out-of-pocket expense of CFS.
Except with respect to CFSs duties as set forth in this Agreement, and except as otherwise specifically provided herein, the Trust assumes all responsibility for ensuring that each Fund complies with all applicable requirements of the Securities Act of 1933, the 1940 Act, the USA PATRIOT Act of 2001, and any other laws, rules and regulations, or interpretations thereof, of governmental authorities with jurisdiction over each Fund.
(i) Administrative Services set forth in Exhibit B.
(ii) Fund Accounting Services set forth in Exhibit C.
(iii) Transfer Agency Services set forth in Exhibit D.
CFS shall be responsible for promptly communicating any conflicts between its policies and procedures in effect from time to time and the resolutions, policies and procedures adopted by the Board.
(b) CFS shall keep records relating to the Services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. CFS agrees that all such records
prepared or maintained by CFS relating to the Services to be performed by CFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee on and in accordance with its request. The Trust and the Trusts authorized representatives shall have access to CFSs records relating to the Services under this Agreement at all times during CFSs normal business hours. Upon the reasonable request of the Trust, copies of any such records shall be provided promptly by CFS to the Trust or the Trusts authorized representatives.
(c) In case of any requests or demands for the inspection of shareholder records of the Trust, CFS will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. CFS shall abide by the Trusts instructions for granting or denying the inspection; provided however, that CFS may grant the inspection regardless of the Trusts instructions if CFS is advised by counsel to CFS that failure to do so will result in liability to CFS.
Section 6. Compensation and Expenses
(a) Compensation. The Trust agrees to pay CFS as compensation for its services according to the fee schedule set forth in Schedule E hereto. Fees will begin to accrue for each Fund on the later of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Fund shall pay to CFS such compensation as shall be payable prior to the effective date of termination.
In addition, the Trust shall reimburse CFS from the assets of each Fund certain reasonable expenses incurred by CFS on behalf of each Fund individually in connection with the performance of this Agreement. Such out-of-pocket expenses shall include, but not be limited to: documented fees and costs of obtaining advice of Fund counsel or accountants in connection with its services to each Fund; postage; long distance telephone; special forms required by each Fund; any economy class travel which may be required in the performance of its duties to each Fund; and any other extraordinary expenses it may incur in connection with its services to each Fund, provided that such extraordinary expenses must be approved by the Board prior to any reimbursement.
In connection with the services provided by CFS pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse CFS for expenses set forth in Schedule E hereto. In addition, the Trust, on behalf of the applicable Fund, shall reimburse CFS for all reasonable expenses and employee time (at 150% of salary) attributable to any review of the Trusts accounts and records by the Trusts independent accountants or any regulatory body outside of routine and normal periodic reviews.
(b) Taxes. Except as required by applicable law or as otherwise provided in this Agreement, CFS shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Trust or any customer, excluding taxes, if any, assessed against CFS related to its income or assets.
(c) Invoices/Billing . All fees and reimbursements are payable in arrears on a monthly basis and the Trust, on behalf of the applicable Fund, agrees to pay all fees and reimbursable expenses within five (5) business days following receipt of the respective billing notice. Without prejudice to CFSs other rights, CFS reserves the right to charge interest on overdue amounts (except to the extent the amount is subject to a bona fide dispute) from the due date until actual payment at an annual rate equal to the sum of the overnight Fed Funds rate as in effect from time to time plus 2 percentage points.
Section 7. Confidentiality .
CFS agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by CFS in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that CFS may disclose such information as required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction after prior notification to the Trust.
The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by CFS on databases under the control and ownership of CFS or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, Proprietary Information) of substantial value to CFS or the third party. The Trust agrees to treat all Proprietary Information as proprietary to CFS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided under this Agreement.
Upon termination of this Agreement, CFS shall return to the Trust all copies of confidential or non-public personal information received from the Trust hereunder, other than materials or information required to be retained by CFS under applicable laws or regulations. CFS hereby agrees to dispose of any consumer report information, as such term is defined in Regulation S-P.
Section 8. Standard of Care / Limitation of Liability .
(a) Responsibility for Losses. CFS shall be under no duty to take any action on behalf of a Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by CFS in writing. CFS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from CFS, its employees or its agents willful misfeasance, bad faith or gross negligence in the performance of CFSs
duties under this Agreement, or by reason of reckless disregard of CFS, its employees or its agents obligations and duties hereunder. Notwithstanding the foregoing, the limitation on CFSs liability shall not apply to the extent any loss or damage results from any fraud committed by CFS or any intentionally bad or malicious acts (that is, acts or breaches undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act or breach violates such persons obligations under this Agreement or can cause danger or harm) of CFS.
Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) CFS shall not be liable for losses beyond its control, provided that CFS has acted in accordance with the standard of care set forth above; and (ii) CFS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any oral or written instructions provided by the Fund, notice or other instrument which conforms to the applicable requirements of this Agreement, and which CFS reasonably believes to be genuine; or (B) subject to Section 15, delays or errors or loss of data occurring by reason of circumstances beyond CFSs control, including fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
(b) | Limitations on Liability. | ||||
(i) |
CFS is
responsible for the performance of only those duties as are expressly set forth
herein and in the Exhibits and Schedules as they may be amended from time to time.
CFS will have no implied duties or obligations. Each party to the Agreement shall
mitigate damages for which the other party may become responsible hereunder.
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(ii) |
CFS shall
have no responsibility to review, confirm or otherwise assume any duty with respect
to the accurateness or completeness of any instruction or any other information
it receives from a Fund, and shall be without liability for any loss or damage suffered
by a Fund or any of a Funds customers as a result of CFSs reasonable
reliance on and utilization of any such instruction or other such information. For
the avoidance of doubt, CFS shall not be liable and shall be indemnified by the
Trust for any action taken or omitted by it in good faith in reliance on any instruction
believed by it in good faith to have been authorized by an authorized person.
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(iii) |
CFS shall
have no responsibility and shall be without liability for any loss or damage caused
by the failure of the Trust to provide CFS with any information.
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(iv) |
CFS is
not responsible for the acts, omissions, defaults or insolvency of any third party
including, but not limited to, any investment advisers, custodians, intermediaries
or non-discretionary subcontractors.
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(v) |
CFS shall
have no responsibility for the management of the investments or any other assets
of the Trust or its customers, and CFS shall have no obligation to review, monitor
or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines
or disclosures applicable to the Fund or any other term or condition of the original
documents, operating documents, policies and procedures or registration statement.
Further, CFS shall have no liability to the Trust for any loss or damage suffered
by the Trust as a result of any breach of the investment policies, objectives, guidelines
or restrictions applicable to the Trust or any misstatement or omission in the registration
statement.
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(vi) |
Except
as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations
of CFS do not constitute a duty to monitor compliance and CFS shall not be liable
for any failure of the Fund to comply with any laws, regulations or other applicable
requirements thereof.
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(vii) |
CFS shall
not be liable for the errors of other service providers of the Trust, including
the errors of pricing services (other than to pursue all reasonable claims against
the pricing service based on the pricing services standard contracts entered
into by CFS) and errors in information provided by an investment adviser to a Fund
custodian (including prices and pricing formulas and untimely transmission of trade
information).
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(viii) |
With respect
to a Fund that does not value its assets in accordance with Rule 2a-7 under the
1940 Act (a money market fund), notwithstanding anything to the contrary in this
Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust
for (i) any loss to the Trust if a NAV Difference
(defined below)
for which
CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share
or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS
would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2
of 1%) or if the loss in the shareholders account with the Trust is less than
or equal to$10. Any loss for which CFS is determined to be liable hereunder shall
be reduced by the amount of gain which inures to shareholders, whether to be collected
by the Trust or not.
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For purposes
of this Agreement: (i) the NAV Difference shall mean the difference between the
NAV at which a shareholder purchase or redemption should have been effected (Recalculated
NAV) and the NAV at which the purchase or redemption is effected; (ii) NAV
Differences and any CFS or other responsible party liability therefrom are to be
calculated each time a Funds (or classs) NAV is calculated; (iii) in
calculating any NAV Difference for which CFS
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would otherwise
be liable under this Agreement for a particular NAV error, Fund losses and gains
shall be netted; and (iv) in calculating any NAV Difference for which CFS would
otherwise be liable under this Agreement for a particular NAV error that continues
for a period covering more than one NAV determination, Fund losses and gains for
the Funds fiscal year shall be netted.
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(ix) |
CFS will
not be responsible or liable for any loss or damage arising from the misuse or sharing
of online access by any authorized person of the Trust who has been issued a User
ID by CFS.
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(x) |
Except
as expressly provided in this Agreement, CFS hereby disclaims all representations
and warranties, express or implied, made to the Trust or any other person, including,
without limitation, any warranties regarding quality, suitability or otherwise (irrespective
of any course of dealing, custom or usage of trade), of any services or any goods
provided incidental to services provided under this Agreement. CFS disclaims any
warranty of title or non-infringement except as otherwise set forth in this Agreement.
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(c) Mutual Exclusion of Consequential Damages. Except for any liquidated damages agreed to by the parties to this Agreement related to an unexcused termination of this Agreement, under no circumstances will either party be liable to the other party for special or punitive damages, or consequential loss or damage, or any loss of profits, goodwill, business opportunity, business, or revenue or anticipated savings, in relation to this Agreement, whether or not the relevant loss was foreseeable, or the party was advised of the possibility of such loss or damage or that such loss was in contemplation of the other party.
(d) Limited Recourse. CFS hereby acknowledges that a Funds obligations hereunder with respect to the Fund are binding only on the assets and property belonging to the Fund. The obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but shall bind only the property of the Fund. The execution and delivery of this Agreement by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Funds property.
Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other series portfolios of the Trust and that no series shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
Section 9. Indemnification .
Indemnification by the Funds. Each Fund shall indemnify CFS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys fees and expenses, incurred by CFS that result from: (i) any claim, action, suit or proceeding in
connection with CFSs entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CFS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CFS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; (iv) the offer or sale of shares of the Funds in violation of federal or state securities laws or regulations requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such shares; (v) the processing of any checks or wires, including without limitation for deposit into the Trusts demand deposit account maintained by CFS; (vi) the breach of any representation or warranty set forth in Section 3 above; or (vii) any error, omission, inaccuracy or other deficiency of any information provided to CFS by the Trust, or the failure of the Trust to provide or make available any information requested by CFS knowledgeably to perform its functions hereunder; provided, that CFS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CFS or its employees, agents or contractors.
The reliance upon, and any subsequent use of or action taken or omitted, by CFS, or its agents or subcontractors on: (i) the materials or any other information, records, documents, data, stock certificates or services, which are received by CFS or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by a Fund, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by CFS under this Agreement which are provided to CFS after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;
(a) Indemnification by CFS. CFS shall indemnify each Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys fees and expenses, incurred by such Fund which result from: (i) CFSs failure to comply with the terms of this Agreement with respect to such Fund; or (ii) CFSs bad faith or willful misfeasance in performing its obligations hereunder with respect to such Fund; or (iii) CFSs gross negligence or misconduct or that of its employees, agents or contractors in connection herewith with respect to such Fund.
In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of an indemnification claim, the party seeking the indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CFS in the defense of such claim or to defend against said claim in its own name or that of CFS. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the indemnifying partys written consent, which consent shall not be unreasonably withheld.
Section 10. Term and Termination .
This Agreement shall remain in effect with respect to a Fund from the Effective Date until the End Date, each as set forth in Exhibit A to this Agreement (the Initial Term); thereafter, this Agreement shall automatically renew for a period of one year and continue in effect from year to year thereafter (the initial and any subsequent such periods are referred to as Term).
This Agreement may be terminated by either party at any time, without the payment of a penalty upon at least ninety (90) days written notice to other party prior to the end of the then current Term. Any termination shall be effective as of the date specified in the notice or upon such later date as may be mutually agreed upon by the parties. Upon notice of termination of this Agreement by either party, CFS shall promptly transfer to the successor administrator the original or copies of all books and records maintained by CFS under this Agreement including, in the case of records maintained on computer systems, copies of such records in machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor administrator in the establishment of the books and records necessary to carry out the successor administrators responsibilities. If this Agreement is terminated by the Trust, the Trust shall be responsible for all reasonable out-of-pocket expenses or costs associated with the movement of records and materials to the successor administrator. Additionally, CFS reserves the right to charge for any other reasonable expenses associated with such termination.
Section 11. Notices .
(a) Any notice required or permitted hereunder shall be in writing and shall be deemed to have been given and effective when delivered in person or by certified mail, return receipt requested, at the following address (or such other address as a party may specify by notice to the other):
(i) | If to the Trust, to: | ||
World Funds Trust | |||
8730 Stony Point Parkway, Suite 205 | |||
Richmond, Virginia 23235 | |||
Attention: President | |||
With copy to: | |||
The Law Offices of John H. Lively | |||
A member firm of The 1940 Act Law Group TM | |||
11300 Tomahawk Creek Parkway, Suite 310 | |||
Leawood, Kansas 66211 | |||
Attention: John H. Lively |
(ii) | If to CFS, to: | ||
Commonwealth Fund Services, Inc. | |||
8730 Stony Point Parkway, Suite 205 | |||
Richmond, Virginia 23235 | |||
Attention: President |
(b) Notice also shall be deemed given and effective upon receipt by any party or other person at the preceding address (or such other address as a party may specify by notice to the other) if sent by regular mail, private messenger, courier service, telex, facsimile, or otherwise, if such notice bears on its first page in 14 point (or larger) bold type the heading Notice Pursuant to Fund Services Agreement.
Section 12. Assignment .
No party may assign or transfer any of its rights or obligations under this Agreement without the others prior written consent, which consent will not be unreasonably withheld or delayed. This Agreement shall insure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. For the avoidance of doubt, a transaction involving a merger or sale of substantially all of the assets of a Fund shall not require the written consent of CFS.
Section 13. Holidays .
Except as required by laws and regulations governing investment companies, nothing contained in this Agreement is intended to or shall require CFS, in any capacity hereunder, to perform any functions or duties on any holiday or other day of special observance on which CFS is closed. Functions or duties normally scheduled to be performed on such days shall be performed on, and as of, the next business day on which both the Trust and CFS are open. CFS will be open for business on days when the Trust is open for business and/or as otherwise set forth in each Funds prospectus(es) and Statement(s) of Additional Information.
Section 14. Waiver .
Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.
Section 15. Force Majeure .
In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes; provided, however, that this provision shall not imply that CFS is excused from maintaining reasonable business continuity plans to address potential service outages.
Section 16. Amendments .
This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged or terminated verbally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. The compensation stated in Schedule E attached hereto may be adjusted from time to time by the execution of a new schedule signed by the parties thereto.
Section 17. Severability .
If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
Section 18. Headings .
Titles to clauses of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.
Section 19. Counterparts .
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 20. No Strict Construction .
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
Section 21. Entire Agreement; Governing Law .
This Agreement, the Exhibits and Schedules hereto, and any subsequent amendments of the foregoing embody the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and agreements between the parties relating to the subject matter hereof. This Agreement shall be governed by and construed to be in accordance with the laws of the Commonwealth of Virginia, without reference to choice of law principles thereof, and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Virginia, or any of the provisions herein, conflict with the applicable provision of the 1940 Act, the latter shall control.
Section 22. Services Not Exclusive .
The services of CFS to the Trust are not deemed exclusive, and CFS shall be free to render similar services to others, to the extent that such service does not affect CFSs ability to perform its duties and obligations hereunder.
Section 23. Special or Consequential Damages .
Neither party to this Agreement shall be liable to the other party for special or consequential damages under any provision of this Agreement.
Section 24. Reliance on Trust Instructions and Experts .
CFS may rely upon the written advice of the Trust and upon statements of the Trusts legal counsel, accountants and other person believed by it in good faith to be expert in matters upon which they are consulted, and CFS shall not be liable for any actions taken in good faith upon such statements.
Section 25. Survival.
The obligations of Sections 6, 7, 8, 9, 14, 15, 17, 21, 23, 24 and this 25 shall survive any termination of this Agreement.
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Signature Page Follows
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IN WITNESS WHEREOF, the parties hereto have caused this Fund Services Agreement to be signed by their respective duly authorized officers as of the day and year first above written.
COMMONWEALTH FUND SERVICES, INC. | |
By: /s/ Karen M. Shupe Date: May 1, 2018 | |
Print Name: Karen M. Shupe | |
Title: Managing Director, Chief Operating Officer | |
WORLD FUNDS TRUST | |
WITH RESPECT TO THE FUNDS IDENTIFIED ON EXHIBIT A | |
By: /s/ David A. Bogaert Date: May 1, 2018 | |
Print Name: David A. Bogaert | |
Title: President and Principal Executive Officer |
EXHIBIT A
to
Fund Services Agreement
List of Funds
Fund Name | Effective Date |
End Date
of
Initial Term |
SIM U.S. Core Managed Volatility Fund | November 1, 2017 | October 31, 2020 |
SIM Global Core Managed Volatility Fund | November 1, 2017 | October 31, 2020 |
SIM Global Moderate Managed Volatility Fund | November 1, 2017 | October 31, 2020 |
SIM Global Equity Fund | November 1, 2017 | October 31, 2020 |
SIM Income Fund | November 1, 2017 | October 31, 2020 |
EXHIBIT B
To
Fund Services Agreement
Administrative Services
1. |
Subject
to the direction and control of the Board of Trustees (the Board) of
the Trust, CFS shall manage all aspects of each Funds operations with respect
to each Fund except those that are the specific responsibility of any other service
provider hired by the Trust, all in such manner and to such extent as may be authorized
by the Board.
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2. |
Oversee
the performance of administrative and professional services rendered to each Fund
by others, including its custodian, fund accounting agent, transfer agent and dividend
disbursing agent as well as legal, auditing, shareholder servicing and other services
performed for each Fund, including:
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(a) |
The preparation
and maintenance by each Funds custodian, transfer agent, dividend disbursing
agent and fund accountant in such form, for such periods and in such locations as
may be required by applicable law, of all documents and records relating to the
operation of each Fund required to be prepared or maintained by the Trust or its
agents pursuant to applicable law.
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(b) |
The reconciliation
of account information and balances among each Funds custodian, transfer agent,
dividend disbursing agent and fund accountant.
|
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(c) |
The transmission
of purchase and redemption orders for shares.
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(d) |
The performance
of fund accounting, including the accounting services agents calculation of
the net asset value (NAV) of each Funds shares.
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3. |
For new
series or classes, obtain CUSIP numbers, as necessary, and estimate organizational
costs and expenses and monitor against actual disbursements.
|
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4. |
Assist
each Funds investment adviser in monitoring fund holdings for compliance with
prospectus investment restrictions and limitations and assist in preparation of
periodic compliance reports, as applicable.
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5. |
Prepare
and assist with reports for the Board as may be mutually agreed upon by the parties.
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6. |
Prepare
quarterly and annual Code of Ethics forms for: (i) disinterested Board members;
and (ii) officers of the Trust, if any, that are also employees of CFS, including
a review of returned forms against portfolio holdings and reporting to the Board.
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7. |
Prepare
and mail annual Trustees and Officers questionnaires.
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8. |
Maintain
general Board calendars and regulatory filings calendars.
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9. |
As mutually
agreed to by the parties, prepare updates to and maintain copies of the Trusts
trust instrument and by-laws.
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10. |
Coordinate
with insurance providers, including soliciting bids for Trustees & Officers/Errors
& Omissions insurance and fidelity bond coverage, coordinate the filing of
fidelity bonds with the SEC and make related Board presentations.
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11. |
Prepare
selected management reports for performance and compliance analyses agreed upon
by the Trust and CFS from time to time.
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12. |
Advise
the Trust and the Board on matters concerning each Fund and its affairs.
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13. |
With the
assistance of the counsel to the Trust, the investment adviser, officers of the
Trust and other relevant parties, prepare and disseminate materials for meetings
of the Board on behalf of each Fund, and any committees thereof, including agendas
and selected financial information as agreed upon by the Trust and CFS from time
to time; attend and participate in Board meetings to the extent requested by the
Board.
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14. |
Provide
assistance to each Funds independent public accountants in order to determine
income and capital gains available for distribution and calculate distributions
required to meet regulatory, income and excise tax requirements.
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15. |
Assist
each Funds independent public accountants with the preparation of each Funds federal, state and local tax returns. The tax returns will be reviewed by
each Funds independent public accountants.
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16. |
Prepare
and maintain each Funds operating expense budget to determine proper expense
accruals to be charged to each Fund in order to calculate its daily NAV.
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17. |
In consultation
with counsel for the Trust, assist in and oversee the preparation, filing, printing
and where applicable, dissemination to shareholders of the following:
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(a) |
Amendments
to each Funds Registration Statement on Form N-1A.
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(b) |
Periodic
reports to each Funds shareholders and the U.S. Securities and Exchange Commission
(the SEC), including but not limited to annual reports and semi-annual
reports.
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(c) |
Notices
pursuant to Rule 24f-2.
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(d) |
Proxy materials.
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(e) |
Reports
to the SEC on Form N-SAR, Form N-CSR, Form N-Q and Form N-PX.
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18. |
Coordinate
each Funds annual or SEC audit by:
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(a) |
Assisting
each Funds independent auditors, or, upon approval of each Fund, any regulatory
body in any requested review of each Funds accounts and records.
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(b) |
Providing
appropriate financial schedules (as requested by each Funds independent public
accountants or SEC examiners); and
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(c) |
Providing
office facilities as may be required.
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19. |
Assist
the Trust in the handling of routine regulatory examinations and work closely with
the Trusts legal counsel in response to any non-routine regulatory matters.
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20. |
After consultation
with counsel for the Trust and the investment adviser, assist the investment adviser
to determine the jurisdictions in which shares of each Fund shall be registered
or qualified for sale; register, or prepare applicable filings with respect to,
the shares with the various state and other securities commissions, provided that
all fees for the registration of shares or for qualifying or continuing the qualification
of each Fund shall be paid by each Fund.
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|
||||
21. |
Monitor
sales of shares, ensure that the shares of the Trust are validly issued under the
laws of the State of Delaware and properly and duly registered with the SEC.
|
|||
|
||||
22. |
Oversee
the calculation of performance data for dissemination to information services covering
the investment company industry, for sales literature of each Fund and other appropriate
purposes.
|
|||
|
||||
23. |
Prepare,
or cause to be prepared, expense and financial reports, including Fund budgets,
expense reports, pro-forma financial statements, expense and profit/loss projections
and fee waiver/expense reimbursement projections on a periodic basis.
|
|||
|
||||
24. |
Authorize
the payment of Fund expenses and pay, from Fund assets, all bills of each Fund.
|
|||
|
||||
25. |
Provide
information typically supplied in the investment company industry to companies that
track or report price, performance or other information with respect to investment
companies.
|
|||
|
||||
26. |
Assist
each Fund in the selection of other service providers, such as independent accountants,
law firms and proxy solicitors; and perform such other recordkeeping, reporting
and other tasks as may be specified from time to time in the procedures adopted
by the Board; provided that CFS need not begin performing any such task except upon
65 days notice and pursuant to mutually acceptable compensation agreements.
|
|||
|
||||
27. |
Provide
assistance to each Fund in the servicing of shareholder accounts, which may include
telephone and written conversations, assistance in redemptions, exchanges,
|
transfers
and opening accounts as may be required from time to time. CFS shall, in addition,
provide such additional administrative non-advisory management services as CFS and
the Trust may from time to time agree.
|
||
28. |
Assist
the Trusts Chief Compliance Officer with issues regarding the Trusts
compliance program (as approved by the Board in accordance with Rule 38a-1 under
the 1940 Act) as reasonably requested.
|
|
29. |
Perform
certain compliance procedures for the Trust which will include, among other matters,
monitoring compliance with personal trading guidelines by the Trusts Board.
|
|
|
||
30. |
Assist
the Trust with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act
of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance
of internal controls and procedures that are reasonably designed to ensure that
information prepared or maintained in connection with administration services provided
hereunder is properly recorded, processed, summarized, or reported by CSS or its
affiliates on behalf of the Trust so that it may be included in financial information
certified by the Trusts officers on Form N-CSR and Form N-Q.
|
|
|
||
31. |
Prepare
and file any claims in connection with class actions involving portfolio securities,
handle administrative matters in connection with the litigation or settlement of
such claims, and prepare a report to the Board regarding such matters.
|
|
|
||
32. |
CFS shall
provide such other services and assistance relating to the affairs of each Fund
as the Trust may, from time to time, reasonably request pursuant to mutually acceptable
compensation agreements.
|
EXHIBIT C
to
Fund Services Agreement
Accounting Services
1. |
Subject
to the direction and control of the Board of Trustees of the Trust (the Board), CFS shall perform all accounting services with respect to each Fund except
those that are the specific responsibility of any other service provider hired by
the Trust, all in such manner and to such extent as may be authorized by the Board.
|
|||
|
||||
2. |
CFS shall
maintain and keep current the following Accounts and Records relating to the business
of the Trust, in such form as may be mutually agreed to between the Trust and CFS
and as may be required by the Investment Company Act of 1940, as amended (the 1940
Act):
|
|||
(a) | Cash Receipts Journal | |||
(b) | Cash Disbursements Journal | |||
(c) | Dividends Paid and Payable Schedule | |||
(d) | Purchase and Sales Journals - Portfolio Securities | |||
(e) | Subscription and Redemption Journals | |||
(f) | Security Ledgers - Transaction Report and Tax Lot Report | |||
(g) | Broker Ledger - Commission Report | |||
(h) | Daily Expense Accruals | |||
(i) | Daily Interest Accruals | |||
(j) | Daily Trial Balance | |||
(k) | Portfolio Interest Receivable and Income Journal | |||
(l) | Listing of Portfolio Holdings showing cost, market value and percentage of portfolio comprised of each security. | |||
3. |
CFS shall
perform ministerial calculations necessary to calculate the Trusts net asset
value daily, in accordance with the Trusts registration statement and as follows:
|
|||
|
||||
(a) |
Portfolio
investments for which market quotations are available to CFS by use of an automated
financial service (a Pricing Service) shall be valued based on the closing
prices of the portfolio investment reported by such Pricing Service, except where
the Trust has given or caused to be given specific instructions to utilize a different
value.
|
|||
|
||||
(b) |
Notwithstanding
any information obtained from a Pricing Service, all portfolio securities shall
be given such values as the Trust shall direct by instructions from the Trusts
Pricing Committee, including all restricted securities and other securities requiring
valuation not readily ascertainable solely by the use of such a Pricing Service.
|
4. |
CFS will
supply the Transfer Agent with daily NAVs for each portfolio.
|
|
|
||
5. |
It is the
responsibility of CFS to be reconciled to the Custodian. CFS will report any discrepancies
to the Custodian, and shall report any unreconciled items to the Trust.
|
EXHIBIT D
to
Fund Services Agreement
Transfer Agency Services
GENERAL :
1. |
Issuance
and Transfer of Shares
: CFS shall make original issues of Shares of each Fund
and Class thereof in accordance with the Funds Prospectus only upon receipt
of (i) instructions requesting the issuance, (ii) a certified copy of a resolution
of the Board authorizing the issuance, (iii) necessary funds for the payment of
any original issue tax applicable to such Shares, and (iv) an opinion of the Funds counsel as to the legality and validity of the issuance, which opinion may
provide that it is contingent upon the filing by the Fund of an appropriate notice
with the SEC, as required by Section 24 of the 1940 Act or the rules thereunder.
If the opinion described in (iv) above is contingent upon a filing under Section
24 of the 1940 Act, the Fund shall indemnify CFS for any liability arising from
the failure of the Fund to comply with that section or the rules thereunder.
|
|
Transfers
of Shares of each Fund and Class thereof shall be registered on the Shareholder
records maintained by CFS. In registering transfers of Shares, CFS may rely upon
the Uniform Commercial Code as in effect in the State of Virginia or any other statutes
that, in the opinion of CFSs counsel, protect CFS and the Fund from liability
arising from (i) not requiring complete documentation, (ii) registering a transfer
without an adverse claim inquiry, (iii) delaying registration for purposes of such
inquiry or (iv) refusing registration whenever an adverse claim requires such refusal.
As transfer agent, CFS will be responsible for delivery to the transferor and transferee
of such documentation as is required by the Uniform Commercial Code.
|
||
2. |
Share
Certificates
: To the extent the Trust determines for a particular Fund to issue
share certificates, the Trust shall furnish to CFS a supply of blank share certificates
of each Fund and Class thereof and, from time to time, will renew such supply upon
CFSs request. Blank share certificates shall be signed manually or by facsimile
signatures of officers of the Trust authorized to sign by the Organizational Documents
of the Trust and, if required by the Organizational Documents, shall bear the Trusts seal or a facsimile thereof. Unless otherwise directed by the Trust, CFS
may issue or register share certificates reflecting the manual or facsimile signature
of an officer who has died, resigned or been removed by the Trust.
|
|
New share
certificates shall be issued by CFS upon surrender of outstanding share certificates
in the form deemed by CFS to be properly endorsed for transfer and satisfactory
evidence of compliance with all applicable laws relating to the payment or collection
of taxes. CFS shall forward share certificates in non-negotiable form
by first-class or registered mail, or by whatever means CFS deems equally reliable
and expeditious. CFS shall not mail share certificates in negotiable
form unless requested in writing by the Trust and fully indemnified by the Trust
to CFSs satisfaction.
|
In the
event that the Trust informs CFS that any Fund or Class thereof does not issue share
certificates, CFS shall not issue any such share certificates and the provisions
of this Agreement relating to share certificates shall not be applicable with respect
to those Funds or Classes thereof.
|
||||||
|
||||||
3. |
Share
Purchases
: Shares shall be issued in accordance with the terms of the Prospectus
after CFS or its agent receives either:
|
|||||
(a) | The following | |||||
i. | an instruction directing investment in a Fund or Class, | |||||
ii. | a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction; and | |||||
iii. | in the case of an initial purchase, a completed account application; | |||||
or | ||||||
(b) | the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. | |||||
4. |
Eligibility
to Receive Redemptions
: Shares issued in a Fund after receipt of a completed
purchase order shall be eligible to receive distributions of the Fund at the time
specified in the Prospectus pursuant to which the Shares are offered. Shareholder
payments shall be considered Federal Funds no later than on the day indicated below
unless other times are noted in the Prospectus of the applicable Class or Fund:
|
|||||
(a) for a wire
received, at the time of the receipt of the wire;
|
||||||
(b) for a check
drawn on a member bank of the Federal Reserve System, on the next Fund business
day following receipt of the check; and
|
||||||
(c) for a check
drawn on an institution that is not a member of the Federal Reserve System, at such
time as CFS is credited with Federal Funds with respect to that check.
|
||||||
SERVICES TO BE PROVIDED : | ||||||
1. |
CFS agrees
that in accordance with procedures established from time to time by agreement between
the Trust on behalf of each of the Funds, as applicable, and CFS, CFS will perform
the following services:
|
|||||
(a) provide
the services of a transfer agent, dividend disbursing agent and, as relevant, agent
in connection with accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program) that are
customary for open-end management investment companies including: (A) maintaining
all Shareholder accounts, (B) preparing Shareholder meeting lists, (C) mailing proxies
and related materials to Shareholders, (D) mailing Shareholder reports and prospectuses
|
to current
Shareholders, (E) withholding taxes on U.S. resident and non-resident alien accounts,
(F) preparing and filing U.S. Treasury Department Forms 1099 and other appropriate
forms required by federal authorities with respect to distributions for Shareholders,
(G) preparing and mailing confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, (H) preparing and mailing activity statements for Shareholders,
and (I) providing Shareholder account information;
|
|
(b) receive
for acceptance orders for the purchase of Shares and promptly deliver payment and
appropriate documentation therefore to the custodian of the applicable Fund (the
Custodian) or, in the case of Funds operating in a master-feeder or
fund of funds structure, to the transfer agent or interestholder recordkeeper for
the master portfolios in which the Fund invests;
|
|
|
|
(c) pursuant
to purchase orders, issue the appropriate number of Shares and hold such Shares
in the appropriate Shareholder account;
|
|
|
|
(d) receive
for acceptance redemption requests and deliver the appropriate documentation therefore
to the Custodian or, in the case of Funds operating in a masterfeeder structure,
to the transfer agent or interestholder recordkeeper for the master fund in which
the Fund invests;
|
|
|
|
(e) as
and when it receives monies paid to it by the Custodian with respect to any redemption,
pay the redemption proceeds as required by the Prospectus pursuant to which the
redeemed Shares were offered and as instructed by the redeeming Shareholders;
|
|
|
|
(f) effect
transfers of Shares upon receipt of appropriate instructions from Shareholders;
|
|
|
|
(g) prepare
and transmit to Shareholders (or credit the appropriate Shareholder accounts) payments
for all distributions declared by the Fund with respect to Shares;
|
|
|
|
(h) issue
share certificates and replacement share certificates for those share certificates
alleged to have been lost, stolen, or destroyed upon receipt by CFS of indemnification
satisfactory to CFS and protecting CFS and the Fund and, at the option of CFS, issue
replacement certificates in place of mutilated share certificates upon presentation
thereof without requiring indemnification;
|
|
|
|
(i) receive
from Shareholders or debit Shareholder accounts for sales commissions, including
contingent deferred, deferred and other sales charges, and service fees (
i.e
., wire redemption charges) and prepare and transmit payments, as appropriate, to
the underwriter for commissions and service fees received;
|
|
|
|
(j) track
shareholder accounts by financial intermediary source and otherwise as reasonably
requested by the Fund and provide periodic reporting to the Fund or its administrator
or other agent;
|
(k) maintain records of account for and provide reports and statements to the Trust and Shareholders as to the foregoing; | ||
(l) record the issuance of Shares of each Fund and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (1934 Act) a record of the total number of Shares of the Trust, each Fund and each Class thereof, that are authorized, based upon data provided to it by the Trust, and are issued and outstanding and provide the Trust on a regular basis a report of the total number of Shares that are authorized and the total number of Shares that are issued and outstanding; | ||
(m) provide a system that will enable the Trust to calculate the total number of Shares of each Fund and Class thereof sold in each State; | ||
(n) provide necessary information to the Trust to enable the Trust to monitor and make appropriate filings with respect to the escheatment laws of the various states and territories of the United States; | ||
(o) oversee the activities of proxy solicitation firms, if requested by the Trust; | ||
(p) monitor transactions in each Fund for market timing activity in accordance with the Trusts policies and procedures, which may be amended from time to time; and | ||
(q) account for and administer all shareholder account fees as provided in each Funds Prospectus. | ||
2. |
CFS shall
receive and tabulate proxy votes, coordinate the tabulation of proxy and shareholder
meeting votes and perform such other additional services as may be specified from
time to time by the Fund, all pursuant to mutually acceptable compensation and implementation
agreements.
|
|
3. |
The Trust
or its administrator or other agent (i) shall identify to CFS in writing those transactions
and assets to be treated as exempt from reporting for each state and territory of
the United States and for each foreign jurisdiction (collectively States)
and (ii) shall monitor the sales activity with respect to Shareholders domiciled
or resident in each State. The responsibility of CFS for the Trusts state
registration status is solely limited to the reporting of transactions to the Trust,
and CFS shall have no obligation, when recording the issuance of Shares, to monitor
the issuance of such Shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which functions shall be the sole responsibility of the
Trust or its administrator or other agent.
|
|
4. |
CFS shall
establish and maintain facilities and procedures reasonably acceptable to the Trust
for the safekeeping, control, preparation and use of share certificates, check forms,
and facsimile signature imprinting devices. CFS shall establish and maintain facilities
and
|
procedures
reasonably acceptable to the Trust for safekeeping of all records maintained by
CFS pursuant to this Agreement.
|
||
5. |
CFS shall
cooperate with each Funds independent public accountants and shall take reasonable
action to make all necessary information available to the accountants for the performance
of the accountants duties.
|
|
|
||
6. |
Anti-Money
Laundering (AML) Delegation. The Trust has elected to delegate to CFS
certain AML duties under this Agreement and the parties have agreed to such duties
and terms as stated in the attached schedule (Schedule B entitled AML Delegation), which may be changed from time to time subject to mutual written agreement
between the parties. CFS has adopted the necessary policies and procedures, which
are reasonably designed to carry out the AML Delegation, and will provide a copy
of such policies and procedures to the Trust prior to the commencement of this Agreement
and will promptly provide the Trust with any material amendments thereto. CFS will
strictly adhere to its anti-money laundering procedures and controls.
|
|
AML DELEGATION | ||
1. |
Delegation
. Subject to the terms and conditions set forth in this Agreement, the Trust
hereby delegates to CFS those aspects of the Trusts Anti-Money Laundering
Program (the AML Program) that are set forth in Section 4 below (the
Delegated Duties). The Delegated Duties set forth in Section 4 may be
amended, from time to time, by mutual agreement of the Trust and CFS upon the execution
by such parties of a revised Schedule B bearing a later date than the date hereof.
|
|
(a) CFS agrees
to perform such Delegated Duties, with respect to the Fund shareholders for which
CFS maintains the applicable shareholder information, subject to and in accordance
with the terms and conditions of this Agreement.
|
||
2. |
Consent
to Examination
. In connection with the performance by CFS of the Delegated Duties,
CFS understands and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act of 2001 (USA PATRIOT Act) and the
laws implementing the USA PATRIOT Act and that the records CFS maintains for the
Fund relating to the AML Program may be subject, from time to time, to examination
and/or inspection by federal regulators in order that the regulators may evaluate
such compliance. CFS hereby consents to such examination and/or inspection and agrees
to cooperate with such federal regulators in connection with their review. For purposes
of such examination and/or inspection, CFS will use its best efforts to make available,
during normal business hours and on reasonable notice, all required records and
information for review by such regulators.
|
|
|
||
3. |
Limitation
on Delegation
. The Fund acknowledges and agrees that in accepting the delegation
hereunder, CFS is agreeing to perform only the Delegated Duties, as may be amended
from time to time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund with the
|
USA PATRIOT
Act or for any other matters that have not been delegated hereunder. Additionally,
the parties acknowledge and agree that CFS shall only be responsible for performing
the Delegated Duties with respect to the accounts for which CFS maintains the applicable
shareholder information.
|
||||||
4. | Delegated Duties . | |||||
4.1 |
Consistent
with the services provided by CFS and with respect to the applicable shareholder
information maintained by CFS, CFS shall:
|
|||||
|
||||||
i. |
Submit
all new account and registration maintenance transactions through the Office of
Foreign Assets Control (OFAC) database and such other lists or databases
of trade restricted individuals or entities as may be required from time to time
by applicable regulatory authorities;
|
|||||
|
||||||
ii. |
Submit
special payee checks through OFAC database;
|
|||||
|
||||||
iii. |
Review
redemption transactions that occur within thirty (30) days of account establishment
or maintenance;
|
|||||
|
||||||
iv. |
Review
wires sent pursuant to instructions other than those already on file with CFS;
|
|||||
|
||||||
v. |
Review
accounts with small balances followed by large purchases;
|
|||||
|
||||||
vi. |
Review
accounts with frequent activity within a specified date range followed by a large
redemption;
|
|||||
|
||||||
vii. |
On a daily
basis, review purchase and redemption activity per tax identification number (TIN) within each Fund to determine if activity for that TIN exceeded the $100,000
threshold on any given day;
|
|||||
|
||||||
viii. |
Compare
all new accounts and registration maintenance through the Known Offenders database
and notify the Trust of any match.
|
|||||
|
||||||
ix. |
Monitor
and track cash equivalents under $10,000 for a rolling twelve-month period and file
any required reports with the IRS and issue the Shareholder notices required by
the IRS;
|
|||||
|
||||||
x. |
Determine
when a suspicious activity report (SAR) should be filed as required
by regulations applicable to mutual funds and prepare and file the SAR. Provide
the Trust with a copy of the SAR within a reasonable time after filing; notify the
Trust if any further communication is received from U.S. Department of the Treasury
or other law enforcement agencies regarding the SAR;
|
xi. |
Compare
account information to any FinCEN request received by the Trust and provided to
CFS pursuant to USA PATRIOT Act Sec. 314(a). Provide the Trust with documents/information
necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required
time frames;
|
||||
|
|||||
xii. |
(i) Verify
the identity of any person seeking to open an account with each Fund, (ii) maintain
records of the information used to verify the persons identity in accordance
with applicable regulations, (iii) determine whether the person appears on any lists
of known or suspected terrorists or terrorist organizations provided to the Trust
by any government agency, and (iv) perform enhanced due diligence with respect to
any investor that CFS has reason to believe presents high risk factors with regard
to money laundering or terrorist financing, prior to accepting an investment from
such investor; and
|
||||
|
|||||
xiii. |
(i) Monitor
for any suspected money laundering activity with respect to correspondent accounts
for foreign financial institutions and private banking accounts and report any such
conduct required by applicable regulations, and (ii) conduct due diligence on private
banking accounts in the event that one or more Funds changes its line of business
in a manner that would involve the establishment or maintenance of such accounts.
|
||||
4.2 |
In the
event that CFS detects activity as a result of the foregoing procedures, CFS shall
timely file any required reports, promptly notify appropriate government agencies
and also immediately notify the Fund, unless prohibited by applicable law.
|
||||
|
|||||
4.3 |
Recordkeeping.
CFS shall keep all records relating to the Delegated Duties for an appropriate period
of time and, at a minimum, the period of time required by applicable law or regulation.
CFS will provide the Trust with access to such records upon reasonable request.
|
||||
4.4 | AML Reporting to the Fund | ||||
(a) |
On a quarterly
basis, CFS shall provide a report to the Fund on its performance of the AML Delegated
Duties, among other compliance items, which report shall include information regarding
the number of: (i) potential incidents involving cash and cash equivalents or unusual
or suspicious activity, (ii) any required reports or forms that have been filed
on behalf of the Fund, (iii) outstanding customer verification items, (iv) potential
and confirmed matches against the known offender and OFAC databases and (v) potential
and confirmed matches in connection with FinCen requests. Notwithstanding anything
in this Section 4.3(a) to the contrary, CFS reserves the right to amend and update
the form of its AML reporting from time to time to comply with new or amended requirements
of applicable law.
|
||||
|
|||||
(b) |
At least
annually, CFS will arrange for independent testing (an audit) of the AML services
it provides to its clients on an organization-wide basis by a
|
qualified
independent auditing firm. CFS will provide the AML compliance officer of the Fund
with the results of the audit and testing, including any material deficiencies or
weaknesses identified and any remedial steps that will be taken or have been taken
by CFS to address such material deficiencies or weaknesses.
|
||
|
||
(c) |
On an annual
basis, CFS will provide the Fund with a written certification that, among other
things, it has implemented its AML Program and has performed the Delegated Duties.
|
WORLD FUNDS TRUST
AMENDED EXPENSE LIMITATION AND FEE WAIVER AGREEMENT
EXPENSE LIMITATION AGREEMENT , effective as of the dates set forth on Schedule A by and between Systelligence, LLC (the Adviser) and World Funds Trust (the Trust) (Agreement), on behalf of the series of the Trust set forth in Schedule A attached hereto (each a Fund, and collectively, the Funds).
WHEREAS, the Trust is a Delaware statutory trust, and is registered under the Investment Company Act of 1940, as amended (1940 Act), as an open-end management investment company of the series type and each Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Advisory Agreement dated April 21, 2016 (Advisory Agreement), pursuant to which the Adviser provides investment management services to each Fund for compensation based on the value of the average daily net assets of each such Fund;
WHEREAS, the Adviser has entered into an Expense Limitation Agreement dated November 14, 2017, pursuant to which the Adviser agreed to limit the expenses of each Fund at or below a specific level (the Current Agreement) until January 31, 2019 and now the Adviser, as of February 1, 2019 desires to amend the Expense Limitation Agreement further;
WHEREAS , the Adviser currently waives, on a voluntary basis, a portion of its advisory fees with respect to each Fund (the Voluntary Waiver);
WHEREAS , the Adviser desires to discontinue the Voluntary Waiver and institute a waiver of a portion of its advisory fees with respect to each Fund on contractual basis;
WHEREAS , the Trust and the Adviser also have determined that it is appropriate and in the best interests of each Fund and its shareholders to amend the expense limitation arrangements so as to extend the term of those arrangements whereby the Adviser will limit the expenses of each Fund at a level or below the level to which each such Fund would normally be subject in order to maintain each Funds expense ratio at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified in Schedule A hereto;
NOW THEREFORE , the parties hereto agree as follows:
1. Fee Waiver
The Advisor shall reduce its advisory fee with respect to each Fund from 0.45% to 0.38% for the entire term of the Agreement. |
2. Expense Limitation.
a. |
Applicable
Expense Limit
. After the fee waiver as described in Section 1 and to the extent
that the aggregate expenses of every character incurred by a Fund in any year,
|
1
including
but not limited to investment advisory fees of the Adviser (but excluding interest,
distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses,
brokerage commissions, dividend expenses on short sales, and other expenditures
which are capitalized in accordance with generally accepted accounting principles
and other extraordinary expenses not incurred in the ordinary course of such Funds business) (Fund Operating Expenses), exceed the Maximum Annual Operating
Expense Limit, as defined in Section 2.b. below, such excess amount (the Excess
Amount) shall be the liability of the Adviser.
|
||
b. |
Maximum
Annual Operating Expense Limit
. The Maximum Annual Operating Expense Limit with
respect to each Fund shall be the amount specified in Schedule A based on a percentage
of the average daily net assets of each Fund.
|
|
c. |
Method
of Computation
. To determine the Advisers liability with respect to the
Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized
as of the last day of the month. If the annualized Fund Operating Expenses for any
month of a Fund exceed the Maximum Annual Operating Expense Limit of such Fund,
the Adviser shall first waive or reduce its investment advisory fee for such month
by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount
no higher than the Maximum Annual Operating Expense Limit. If the amount of the
waived or reduced investment advisory fee for any such month is insufficient to
pay the Excess Amount, the Adviser may also remit to the appropriate Fund or Funds
an amount that, together with the waived or reduced investment advisory fee, is
sufficient to pay such Excess Amount.
|
|
d. |
Year-End
Adjustment
. If necessary, on or before the last day of the first month of each
year, an adjustment payment shall be made by the appropriate party in order that
the amount of the investment advisory fees waived or reduced and other payments
remitted by the Adviser to the Fund or Funds with respect to the previous year shall
equal the Excess Amount.
|
3. Reimbursement of Fee Waivers and Expense Reimbursements.
a. |
Reimbursement
. If, during any month in which the Advisory Agreement is still in effect, the
estimated aggregate Fund Operating Expenses of such Fund for the month are less
than the Maximum Annual Operating Expense Limit for that month, the Adviser shall
be entitled to reimbursement by such Fund, in whole or in part as provided below,
of the investment advisory fees waived or reduced and other payments remitted by
the Adviser to such Fund pursuant to Sections 1 and 2 hereof. The total amount of
reimbursement to which the Adviser may be entitled (Reimbursement Amount) shall
equal, at any time, the sum of all investment advisory fees previously waived or
reduced by the Adviser and all other payments reimbursed by the Adviser to the Fund,
pursuant to Sections 1 and 2 hereof, during any of the previous three (3) years
measured from the date of waiver, reduction or reimbursement, less any reimbursement
previously paid by such Fund to the Adviser, pursuant to this Section 3, with respect
to such waivers, reductions, and reimbursements. The Reimbursement Amount shall
not include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant
to this Section 3, such reimbursement
|
2
shall not
cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense
Limit that was in place at the time the Adviser waived or reduced its advisory fees
or reimburse other expenses of the Fund.
|
||
b. |
Board Review
. No Reimbursement Amount will be paid to the Adviser if the Trusts Board
of Trustees determines that the payment of the Reimbursement Amount is not in the
best interests of shareholders. This section 3.b. shall not be interpreted to mean
that the Board must affirmatively approve any payment of any Reimbursement Amount.
|
|
c. |
Method
of Computation
. To determine each Funds accrual, if any, to reimburse
the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses
of each Fund shall be annualized as of the last day of the month. If the annualized
Fund Operating Expenses of a Fund for any month are less than the Maximum Annual
Operating Expense Limit of such Fund, such Fund shall accrue into its net asset
value an amount payable to the Adviser sufficient to increase the annualized Fund
Operating Expenses of that Fund to an amount no greater than the Maximum Annual
Operating Expense Limit of that Fund, provided that such amount paid to the Adviser
will in no event exceed the total Reimbursement Amount. For accounting purposes,
amounts accrued pursuant to this Section 3 shall be a liability of the Fund for
purposes of determining the Funds net asset value.
|
|
d. |
Payment
and Year-End Adjustment
. Amounts accrued pursuant to this Agreement shall be
payable to the Adviser as of the last day of each month. If necessary, on or before
the last day of the first month of each year, an adjustment payment shall be made
by the appropriate party in order that the actual Fund Operating Expenses of a Fund
for the prior year (including any reimbursement payments hereunder with respect
to such year) do not exceed the Maximum Annual Operating Expense Limit.
|
4. Term and Termination of Agreement.
a. |
This Agreement
shall continue in effect with respect to the Fund until such date as noted on Schedule
A and shall thereafter continue in effect with respect to each Fund from year to
year for successive one-year periods provided that Agreement may be terminated by
either party hereto, without payment of any penalty, upon ninety (90) days
prior written notice to the other party at its principal place of business.
|
5. Miscellaneous.
a. |
Captions
. The captions in this Agreement are included for convenience of reference only
and in no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
|
|
b. |
Interpretation
. Nothing herein contained shall be deemed to require the Trust or the Funds
to take any action contrary to the Trusts Agreement and Declaration of Trust
or by-laws, as amended from time to time, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or deprive
the Trusts Board of Trustees of its responsibility for and control of the
conduct of the affairs
|
3
of the Trust
or the Funds. The parties to this Agreement acknowledge and agree that all litigation
arising hereunder, whether direct or indirect, and of any and every nature whatsoever
shall be satisfied solely out of the assets of the affected Fund and that no Trustee,
officer or holder of shares of beneficial interest of the Fund shall be personally
liable for any of the foregoing liabilities. The Trusts Agreement and Declaration
of Trust is on file with the Secretary of State of the State of Delaware. The Agreement
and Declaration of Trust and by-laws describe in detail the respective responsibilities
and limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
|
||
c. |
Definitions
. Any question of interpretation of any term or provision of this Agreement,
including but not limited to the investment advisory fee, the computations of net
asset values, and the allocation of expenses, having a counterpart in or otherwise
derived from the terms and provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory Agreement
or the 1940 Act.
|
|
d. |
Enforceability
. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms or provisions of this Agreement or affecting the validity or enforceability
of any of the terms or provisions of this Agreement in any other jurisdiction.
|
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.
World Funds Trust, on behalf of each Fund Listed on Schedule A | |
By: /s/ David A. Bogaert | |
Name: David A. Bogaert | |
Title: President and Principal Executive Officer | |
Systelligence, LLC | |
By: /s/ Kevin R Miller | |
Name: Kevin R Miller | |
Title: CEO |
As Amended February 1, 2018
4
SCHEDULE A
to the
EXPENSE LIMITATION AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the
Trust)
and
SYSTELLIGENCE, LLC
This Agreement relates to the following Funds of the Trust:
Fund |
Maximum Annual
Operating Expense Limit |
Effective Date |
Expiration
Date |
|||
The E-Valuator Very Conservative RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 | |||
The E-Valuator Conservative RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 | |||
The E-Valuator Tactically Managed RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 | |||
The E-Valuator Moderate RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 | |||
The E-Valuator Growth RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 | |||
The E-Valuator Aggressive Growth RMS Fund | 0.80% | February 1, 2018 | January 31, 2019 |
5
June 28, 2018
World Funds Trust
8730 Stony Point Parkway,
Suite 205
Richmond, VA 23235
Ladies and Gentlemen:
We hereby consent to the use of our name and to the reference to our firm under the caption Legal Counsel in the Statement of Additional Information for the DGHM All-Cap Value Fund, the DGHM V2000 SmallCap Value Fund, and the DGHM MicroCap Value Fund, each a series portfolio of the World Funds Trust (the Trust), which is included in Post-Effective Amendment No. 302 to the Registration Statement under the Securities Act of 1933, as amended (No. 333-148723), and Amendment No. 303 to Registration Statement under the Investment Company Act of 1940, as amended (No. 811-22172), on Form N-1A of the Trust.
If you have any questions concerning the foregoing, please contact the undersigned at (913) 660-0778 or John.Lively@practus.com .
Regards, | |
/s/ John H. Lively | |
On behalf of Practus, LLP |
11300 Tomahawk Creek Pkwy Ste. 310 Leawood,
KS 66211 p: 913.660.0778 c: 913.523.6112
Practus, LLP John.Lively@Practus.com Practus.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated April 27, 2018, relating to the financial statements and financial highlights of DGHM All-Cap Value Fund, DGHM V2000 SmaIlCap Value Fund and DGHM MicroCap Value Fund, each a series of World Funds Trust, for the year ended February 28, 2018, and to the references to our firm under the headings Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm and Financial Information in the Statement of Additional Information.
First Dominion Capital Corp.
CODE
OF ETHICS
Dated: March 2018
WHEREAS, the Commonwealth Companies of Virginia is a collection of companies based in Richmond, Virginia that includes, among other(s), First Dominion Capital Corp.
WHEREAS, First Dominion Capital Corp. (FDCC) is a broker-dealer registered with the Securities & Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA). FDCC serves as a principal underwriter of mutual funds.
WHEREAS, the following Code of Ethics has been adopted for FDCC in compliance with SEC Rule 17j-1 under the Investment Company Act.
WHEREAS, Rule 17j-1 under the 1940 Act requires FDCC to adopt a code of ethics and to establish procedures reasonably designed to prevent its Access Persons, as defined herein, from engaging in any unlawful actions, as addressed herein.
A. Definitions
For the purposes of this Code of Ethics, the following terms are defined as follows:
Access Person shall mean all directors, officers, general partners, or other persons of FDCC occupying a similar status or performing similar functions on behalf of FDCC that makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund for which FDCC acts as principal underwriter or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase and sale of Covered Securities.
Beneficial Ownership for the purposes of this Code shall be interpreted in a manner that is consistent with Section 16 of the Securities Exchange Act of 1934, as amended (1934 Act), and Rule 16a-1(a)(2) thereunder, which generally speaking, encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect pecuniary interest (i.e., some economic benefit) from the ownership of a security. It also includes securities held by members of a persons immediate family sharing the same household; provided, however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in law, father-in-law, son-inlaw, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.
Board of Trustees shall mean the Board of Trustees of the Trust.
Chief Compliance Officer shall mean the designated Chief Compliance Officer of FDCC.
Code shall mean this Code of Ethics.
Control shall have the meaning set forth in Section 2(a)(9) of the Investment Company Act of 1940. Control means the power to exercise a controlling influence over the management or polices of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company shall be presumed not to control such company.
Covered Security means a security as set forth in Section 2(a)(36) of the Investment Company Act of 1940 and generally includes all securities, whether publicly or privately traded, and any option, future, forward contract or other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (i.e., a derivative). The term Covered Security also includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. A Covered Security does not include: 1) direct obligations of the U.S. Government; 2) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and 3) shares of registered open-end investment companies.
Fund means an investment company registered under the Investment Company Act in which FDCC serves as a principal underwriter.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended (1933 Act), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934.
Investment Personnel means any natural person who controls the Fund who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
Limited Offering means an offering that is exempt from registration under the Securities and Exchange Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under the Securities and Exchange Act of 1933.
Non-Covered Security shall mean those securities not included in the definition of Covered Securities, such as: (a) direct obligations of the Government of the United States, (b) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies, or (d) other securities as may be excepted under the provisions of Rule 17j-1.
Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.
B. Approval and Adoption
It is the responsibility of the Chief Compliance Officer of FDCC to adopt a Code of Ethics reasonably designed to prevent violations. It is further the responsibility of the Chief Compliance Officer of FDCC to use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code of Ethics.
At a minimum, the Chief Compliance Officer is responsible for: 1) identifying access persons; 2) maintaining a list of all access persons for a period of 5 years; 3) providing a copy of the Code of Ethics to Access Persons; 4) reviewing any reports provided as part of this Code; and 5) modifying the Code as needed.
C. Standard of Conduct
This Code is based on three underlying fiduciary principles:
1. | All Access Persons have a responsibility to place the interests of the Fund first; | ||
2. | All personal securities transactions by Access Persons must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individuals position of trust and responsibility; and | ||
3. | The fundamental standard that Access Persons and Investment Personnel should not take inappropriate advantage of their positions. |
D. Unlawful Actions
Rule 17j-1 under Investment Company Act of 1940 makes it unlawful for FDCC or any Access Person of FDCC, in connection with the purchase or sale, directly or indirectly, by FDCC or any affiliated person of a security held or to be acquired by a Fund:
1. | To employ any device, scheme or artifice to defraud the Fund; | ||
2. | To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; | ||
3. | To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or | ||
4. | To engage in any manipulative practice with respect to the Fund. |
E. Compliance with SEC Rule 17j-1
It is the policy of FDCC that no Access Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 or this Code.
F. Prohibited Transactions
Initial Public Offerings
FDCC
prohibits Access Persons to acquire, directly or indirectly, any Beneficial Ownership
in any IPO with respect to any security without first obtaining prior approval of
the Chief Compliance Officer.
Limited Offerings
No Access Person,
who are Investment Personnel, shall acquire, directly or indirectly, Beneficial
Ownership of any security in a Limited Offering without first obtaining the prior
written approval of the Chief Compliance Officer, who: a) has been provided by such
Access Person with full details of the proposed transaction; and (b) has concluded
that the relevant Fund has not purchased or sold the security in the previous 5
trading days.
Interested Transactions
No Access
Person may recommend any transactions with respect to a Covered Security by a Fund
without first disclosing his or her interest, if any, in such Covered Securities
or the issuer thereof, to the Chief Compliance Officer. The Chief Compliance Officer
shall then conduct an independent review of the recommendation to purchase the security
for clients.
Blackout Periods
The price paid
or received by a Fund for any investment should not be affected by a buying or selling
interest on the part of an Access Person, or otherwise result in an inappropriate
advantage to the Access Person. To that end, no Access Person shall enter an order
for the purchase or sale of a security (1) if, to his/her actual knowledge, any
Fund has a pending buy or sell order on that same security until after the Funds order is executed or withdrawn; and (2) if, to his/her actual knowledge,
such security is being considered for purchase or sale by any Fund
G. Reporting Responsibilities
Initial Holdings Report (New Employees)
Each Access Person, within 10 days of becoming an Access Person, shall provide
to the Chief Compliance Officer on the form provided in
Exhibit A
(Initial Holdings Report) or in a similar form, the following information:
1) the title, number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect Beneficial Ownership when the
person became an Access Person; 2) the name of any broker, dealer, or bank with
whom the Access Person maintained an account in which any securities, including
Covered Securities, were held for the direct or indirect benefit of the Access Person
as of the date the person became an Access Person; and 3) the date the report is
submitted to the Access Person. A copy of account statement(s) is sufficient in
lieu of writing each and every holding. The information must be current as of a
date no more than 45 days before the report is submitted. The Chief Compliance Officer
is responsible for promptly reviewing all such reports received.
Quarterly Securities Transaction Report
(All Employees)
Each Access Person, within 30 days of the end of a calendar
quarter, shall provide to the Chief Compliance Officer a Quarterly Securities Transaction
Report on the form provided in
Exhibit C
(Quarterly Securities
Transaction Report) or in a similar form. At a minimum, the following information
is required to be provided for each transaction in which an Access Person has Beneficial
Ownership in a Covered Security during the applicable period: 1) the date of the
transaction, the title, the interest rate and maturity date (if applicable), the
number of shares, and the principal amount of each Covered Security; 2) the nature
of the transaction (i.e. purchase, sale, or any other type of acquisition or disposition);
3) the price at which the transaction was effected: 4) the name of the broker, dealer,
or bank with or through whom the transaction was effected; and 5) the date the report
was submitted by the Access Person. Information contained in broker trade confirmations
or account statements received by the Chief Compliance Officer no later than 30
days after the end of each calendar quarter is sufficient instead of reporting each
and every securities transaction during the period. The Chief Compliance Officer
is responsible for promptly reviewing all such reports received.
Quarterly Account Establishment Report
(All Employees)
With respect to any new account established by the Access
Person in which securities were held during the quarter for the direct or indirect
benefit of the Access Person, the Access Person is responsible for providing the
Chief Compliance Officer an Account Establishment Report on the form provided in
Exhibit D
(Quarterly Account Establishment Report) or in a similar form within
30 days of the calendar quarter end. At a minimum, the following information is
required to be reported: 1) name of the broker, dealer, or bank with whom the Access
Person established the account; and 2) the date the account was established; and
3) the date the report is submitted by the Access Person. The Chief Compliance Officer
is responsible for promptly reviewing all such reports received.
Annual Holdings Report (All Employees)
Each Access Person, within 45 days after the end of each calendar year, shall
provide to the Chief Compliance Officer on the form provided in
Exhibit E
(Annual Holdings Report) or similar form : 1) the title, number of shares
and principal amount of each Covered Security in which the Access Person had any
direct or indirect Beneficial Ownership; and 2) the name of any broker, dealer,
or bank with whom the Access Person maintains an account in which any securities,
including Covered Securities, are held for the direct or indirect benefit of the
Access Person; and 3) the date that the report is submitted by the Access Person.
Information contained in the account statement as of year-end can suffice in lieu
of reporting each and every account holding. The Chief Compliance Officer is responsible
for promptly reviewing all such reports received.
H. Exemptions to Reporting
A person need not make a Quarterly Securities Transaction Report or an Initial or Annual Holdings Report with respect to transactions or holdings effected for, and Covered Securities held in, any account over which the person has no direct or indirect Beneficial Ownership.
I. Exempt Transactions
The prohibitions of this Code of Ethics do not apply to:
1. | Transactions in securities issued by the government of the United States; | ||
2. | Transactions in shares of open-ended investment companies (other than a Fund and any open-end exchange-traded funds and exchange-traded funds that are organized as unit investment trusts, which are all subject to this Code of Ethics); | ||
3. | Transactions involving bank certificates of deposit; | ||
4. | Purchases, sales or other acquisitions or dispositions of securities for an account over which the person has no direct influence or control and does not exercise indirect influence or control (e.g., blind trust, discretionary account or trust managed by a third party); | ||
5. | Purchases, sales or other acquisitions or dispositions of securities which are not eligible for purchase or sale by the Fund; | ||
6. | Involuntary purchases or sales; | ||
7. | Purchases which are part of an automatic dividend reinvestment plan | ||
8. | Purchases or other acquisitions or dispositions resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights; | ||
9. | Purchases or sales of less than 1,000 shares of any Fund distributed by FDCC | ||
10. | Purchases or sales of less than 2,000 shares of any Covered Security. |
J. Pre-Clearance
Access persons are required to obtain prior approval from the Chief Compliance Officer to:
1. | Purchase or sale 1,000 shares or more of any Fund distributed by FDCC ; | ||
2. | Daily purchases/sales of Covered Securities involving more than (and including option contracts on less than) 2,000 shares of a security included in the Standard & Poors 500 Index or with a market capitalization in excess of $200 million and average daily trading volume in excess of 50,000 shares. |
Access person are responsible for requesting clearance in writing by providing the following details: 1) name of the security; 2) action (buy/sell); and 3) requested number of shares to buy or
sell. The Chief Compliance Officer will review such requests and provide approval of such transactions in writing to the Access Person.
K. Additional Matters
Gifts
An Access Person may not
accept any gift or other item with a value of more than $100 from any person or
entity that does business with or on behalf of FDCC.
Service as a Director to Other Public
Companies
An Access Person may not serve on the board of directors of any
publicly traded company without the prior approval of the Chief Compliance Officer.
Authorization will be based upon the facts and circumstances concerning the board
of directors. In the event, such a request is approved, procedures shall be developed
to avoid potential conflicts of interest.
L. Certification of the Code
Initial Code of Ethics Certification
(New Employees)
Each Access Person must complete within thirty (30) days
after joining FDCC or CCM or within thirty (30) days of obtaining an updated Code
of Ethics on the form provided in
Exhibit B
(Initial Code of
Ethics Certification) that he or she:
1. | Has received a Copy of the Code | ||
2. | Has read and understands the Code of Ethics and recognize that it applies to me and agree to comply in all respects with the procedures described therein; | ||
3. | Will comply in all respects with the requirements of the Code of Ethics; | ||
4. | Will report all personal securities accounts, holdings and transactions that are required to be disclosed or reported pursuant to the Code of Ethics; | ||
5. | Will notify the Chief Compliance Officer of any personal conflict of interest relationship involving FDCC or a Fund. |
Annual Code of Ethics Certification (All
Employees)
Each Access Person must complete and certify annually within thirty
(30) days after the end of each calendar year on the form provided in
Exhibit F
(Annual Code of Ethics Certification) that he or she has:
1. | Received a Copy of the Code | ||
2. | Read and understands the Code of Ethics and recognize that it applies to me and agree to comply in all respects with the procedures described therein; | ||
3. | Have complied in all respects with the requirements of the Code of Ethics during the last twelve months; | ||
4. | Reported all personal securities accounts, holdings and transactions that are required to be disclosed or reported pursuant to the Code of Ethics; | ||
5. | Notified the Chief Compliance Officer of any personal conflict of interest relationship involving FDCC or a Fund. |
M. Fund Reporting
At least quarterly, the Chief Compliance Officer for FDCC shall furnish the World Funds Trust with a report with respect to any material violations of this Code by Access Persons of FDCC and any procedures or sanctions imposed in response to the violations and such other information as may be reasonably requested by the World Funds Trust.
N. Violations of the Code
Duty to Report Violations by Access Persons
Access Persons must promptly report any actual or suspected violations of
this Code of Ethics to the Chief Compliance Officer. If the actual or suspected
violations of this Code of Ethics involves the Chief Compliance Officer, the matter
should be reported to the Chief Operating Officer. All reporting of violations will
remain confidential in nature as to the identity of the individual reporting the
violation. All such notifications by Access Persons of actual or suspected violations
of the Code of Ethics will be memorialized in written report.
Investigations & Sanctions
Should the Chief Compliance Officer receive reports of a violation or becomes aware
of a violation of the Code of Ethics, the Chief Compliance Officer shall conduct
a reasonable investigation of the facts and circumstances. Investigative documents
and/or reports will be maintained in an appropriate file for any and all investigations.
If any violation of this Code is determined to have occurred, the Chief Compliance Officer may impose sanctions and take such other actions as he or she deems appropriate, including, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. All material violations of the Code and any sanctions imposed as a result thereto shall be reported at the next regularly scheduled meeting to the Board of Trustees for the Fund.
O. Confidentiality
All reports of securities transactions and any other information filed pursuant to this Code shall be treated as confidential, except that the same may be disclosed to the Board of Trustees, to any regulatory or self-regulatory authority or agency upon its request, or as required by law or court or administrative order
P. Recordkeeping
The Chief Compliance Officer shall maintain or cause to be maintained in an easily accessible place, the following records for a period of not less than five years. These records are required to be made available to the Commission or any representative of the Commission at any time and from time to time for reasonable, periodic, special, or other examination.
1. | A copy of this Code and any other Code of Ethics that is, or at any time within the past five years, has been in effect, must be maintained in any easily accessible place; | ||
2. | A record of any violation of this Code, and of any action taken as a result of such violation must be maintained in an easily accessible place for at least 5 years after the end of the fiscal year in which the violation occurs; |
3. | A copy of each report made pursuant to this Code must be maintained for at least 5 years after the end of the fiscal year in which the report is made or the information is provided, the first 2 years in an easily accessible place; | ||
4. | A list of all persons who are or were required or within the past 5 years have been required, to make reports pursuant to the Code, or who are or were responsible for reviewing these reports; and | ||
5. | Any other information that may be required by Rule 17j-1 for at least 5 years after the end of the fiscal year in which it was created, the first two years in an easily accessible location. |
EXHIBIT A
CODE OF ETHICS
Initial Holdings Report
As of ________________________________________, I maintain a Beneficial Ownership in the below securities:
No. of Shares | Security Name |
Principal
Amount |
Broker/
Dealer or
Bank Where Held |
This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transaction not required to be reported because such securities are excluded from the definition of Covered Security under the Code of Ethics, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.
Date: _____________________ | Signature: _____________________ | |
Print Name: _____________________ | ||
Reviewed By: _____________________ |
EXHIBIT B
CODE OF ETHICS
Initial Code of Ethics Certification
As an Access Person as defined in the Code of Ethics, I certify that:
1) | I have received a copy of the Code of Ethics; | ||
2) | I have read and understand the Code of Ethics and recognize that it applies to me and agree to comply in all respects with the procedures described therein; | ||
3) | I will comply in all respects with the requirements of the Code of Ethics; | ||
4) | I will report all personal securities accounts, holdings and transactions that are required to be disclosed or reported pursuant to the Code of Ethics; and | ||
5) | I will immediately notify the Chief Compliance Officer of any personal conflict of interest relationship involving FDCC or a Fund. |
Date: _____________________ | Signature: _____________________ | ||
Print Name: _____________________ |
EXHIBIT C
CODE OF ETHICS
Quarterly Securities Transaction Report
For the Calendar Quarter Ended: ______________________________
(mo./day/yr.)
For the quarter referred to above, the following securities transactions were effected that were not reported through brokerage account statements of which I had, or by reason of such transaction acquired, direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics.
Security |
Price of
the
Transaction |
Date of
the
Transaction |
No. of
Shares
and Principal Amount of the Security |
Nature
of
Transaction (Purchase, Sale, Other) |
Broker-
Dealer or Bank Through Whom Effected |
This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transaction not required to be reported because such securities are excluded from the definition of Covered Security under the Code of Ethics, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.
Date: _________________________ | Signature: _________________________ | |
Print Name: _________________________ | ||
Reviewed By: _________________________ |
EXHIBIT D
CODE OF ETHICS
Quarterly Account Establishment Report
For the Calendar Quarter Ended: ______________________________
(mo./day/yr.)
In accordance with the Code of Ethics, please provide a list of all securities accounts that you have opened in the last calendar quarter in which you have any Beneficial Ownership.
Broker/Dealer
or Bank Where
Account Was Established |
Account Title |
Approx.
Date
Account Was Established |
Date: ________________________________ | Signature: ________________________________ | ||
Print Name: ________________________________ | |||
Reviewed By: ________________________________ |
EXHIBIT E
CODE OF ETHICS
Annual Holdings Report
As of December 31, __________, I held the following positions in securities that have not been reported through brokerage account statements in which I may be deemed to have a direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics:
Security or Account name * |
No. of
Shares |
Principal
Amount |
Broker/Dealer
or
Bank Where Account is Held |
This report is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.
Date: _______________________________ | Signature: _______________________________ | ||
Print Name: _______________________________ | |||
Reviewed By: _______________________________ |
EXHIBIT F
CODE OF ETHICS
Annual Code of Ethics Certification
For the Calendar Year Ended: ______________________________
As an Access Person as defined in the Code of Ethics, I certify that:
1) | I have received a Copy of the Code; | ||
2) | I have read and understand the Code of Ethics and recognize that it applies to me and agree to comply in all respects with the procedures described therein; | ||
3) | To the best of my knowledge, I have complied in all respects with the requirements of the Code of Ethics during the last twelve months; | ||
4) | I have reported all personal securities accounts, holdings and transactions that are required to be disclosed or reported pursuant to the Code of Ethics; | ||
5) | I have immediately notified the Chief Compliance Officer of any personal conflict of interest relationship involving FDCC or a Fund. |
Date: ________________________ | Signature: ________________________ | ||
Print Name: ________________________ |