REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] | |
Pre-Effective Amendment No. |
[ ] | |
Post-Effective Amendment No. (323) |
[X] | |
and/or | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] | |
Amendment No. (324) |
[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:
It is proposed that this filing will become effective (check appropriate box):
[ ] | immediately upon filing pursuant to paragraph (b); | |
[X] | On January 31, 2019 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. | |
If appropriate, check the following box: |
| | This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Title of Securities Being Registered: shares of beneficial interest.
The E-Valuator Funds* |
PROSPECTUS |
January 31, 2019 |
The E-Valuator Very Conservative (0%-15%) RMS Fund |
R4 Class Shares (EVVCX) |
The E-Valuator Conservative (15%-30%) RMS Fund |
R4 Class Shares (EVFCX) |
The E-Valuator Conservative/Moderate (30%-50%) RMS Fund |
R4 Class Shares (EVFTX) |
The E-Valuator Moderate (50%-70%) RMS Fund |
R4 Class Shares (EVFMX) |
The E-Valuator Growth (70%-85%) RMS Fund |
R4 Class Shares (EVGRX) |
The E-Valuator Aggressive Growth (85%-99%) RMS Fund |
R4 Class Shares (EVFGX) |
*Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares .
This prospectus describes The E-Valuator Funds. The E-Valuator Funds are each authorized to offer 2 classes of shares, one of which is offered by this prospectus.
IMPORTANT NOTE: Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds or your financial intermediary electronically by calling or sending an email request. You may elect to receive all future reports in paper free of charge. You can inform the Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling or sending an email request. Your election to receive reports in paper will apply to all Funds held with the Fund complex or your financial intermediary.
The U.S. Securities and Exchange Commission 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.
TABLE OF CONTENTS |
PAGE |
Fund Summary |
|
The E-Valuator Very Conservative (0%-15%) RMS Fund |
1 |
The E-Valuator Conservative (15%-30%) RMS Fund |
13 |
The E-Valuator Conservative/Moderate (30%-50%) RMS Fund |
25 |
The E-Valuator Moderate (50%-70%) RMS Fund |
37 |
The E-Valuator Growth (70%-85%) RMS Fund |
49 |
The E-Valuator Aggressive Growth (85%-99%) RMS Fund |
61 |
Additional Information About the Funds Investments |
73 |
Additional Information About Risk |
74 |
Management |
80 |
How to Buy Shares |
88 |
How to Sell Shares |
85 |
General Information |
87 |
Dividends, Distributions and Taxes |
89 |
Net Asset Value |
91 |
Share Class Alternatives |
92 |
Frequent Purchases and Redemptions |
92 |
Distribution Arrangements |
94 |
Financial Highlights |
94 |
For More Information |
101 |
FUND SUMMARY The E-Valuator Very Conservative (0%-15%) RMS Fund
Investment Objective
The E-Valuator Very Conservative (0%-15%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks as a primary objective to provide income and as a secondary objective stability of principal.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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1
(2) |
Other
Expenses and Total Annual Fund Operating Expenses have been restated to
reflect modifications to the fees provided for under the contractual service arrangements
in place with the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $118 | $383 | $669 | $1,482 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 389.21% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name) which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a very conservative investor, that is, an investor anticipating very low fluctuations in annual return on a year-over-year basis. The standard deviation goal for the Fund is to average between 1% to 3.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals. The Fund will generally allocate 85%-100% of the Funds assets into a variety of Underlying Funds that focus on investments in fixed income securities (e.g., money markets
2
and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining portion of the Funds assets (up to 15%) will generally be dedicated to investments in Underlying Funds that focus on investments in equity securities that have the potential of paying dividends on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in Core holdings and the remaining amount investing in Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into fixed income has been determined, the next step would be to identify the amount allocated between investment grade and hi-yield securities. Once this has been determined, the next decision is to determine the allocation into short term, intermediate term, and long term securities within each applicable sub-group. When the allocations have been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
3
The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
The Fund will strive to keep pace with the annualized rate of inflation by allocating assets across multiple fixed income securities (bonds), money markets, as well as a small portion being dedicated to dividend paying large cap domestic stocks. The fixed income (bond)
4
allocations may include, but will not be limited to, short term bonds, intermediate term bonds, long term bonds, corporate bonds, government bonds, high yield bonds, and convertible bonds. The asset allocation mix between money markets, bonds and dividend paying stocks will be done in a manner to keep pace with inflation.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that has very low tolerance to the daily fluctuations of the stock market (market risk), seeks interest income, and has a desire to keep pace with the annualized rate of inflation.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the Underlying Funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt
5
securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk. In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk . The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
6
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
Funds that invest their assets in lower-yielding securities. Because interest rates
vary, it is impossible to predict the income or yield of the Fund for any particular
period.
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7
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying Fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with
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8
either flattening
or steepening of the yield curve, which is a result of changing yields among comparable
bonds with different maturities. If the yield curve flattens, then the yield spread
between long-and short-term interest rates narrows and the price of a bond will
change. If the curve steepens, then the spread between the long- and short-term
interest rates increases which means long-term bond prices decrease relative to
short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may Default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. Within the Core component of the Funds portfolio, the Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
9
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Very Conservative Risk Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
10
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 1.95% (quarter ending 9/30/2018) and the Funds lowest return for a calendar quarter was -4.31% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Very Conservative
(0%-15%) RMS Fund R4 Class |
1 Year | 5 Years |
Since
Inception (February 29, 2012) |
Return Before Taxes | -3.20% | 1.47% | 1.99% |
Return After Taxes on Distributions (1) | -4.34% | 0.92% | 1.58% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -1.41% | 0.93% | 1.39% |
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.52% | 2.03% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
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Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Conservative (15%-30%) RMS Fund
Investment Objective
The E-Valuator Conservative (15%-30%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide income but will at times seek growth and income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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(2) |
Other
Expenses and Total Annual Fund Operating Expenses have been restated to
reflect modifications to the fees provided for under the contractual service arrangements
in place with the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $113 | $368 | $642 | $1,426 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 321.58% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name) which, involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a conservative investor, that is, an investor anticipating low fluctuations in annual return on a year-over-year basis. This is identified by standard deviations that are slightly greater than that of a very conservative investor, but less than those of a typical conservative/moderate risk investor. The standard deviation goal for the Fund is to average between 2.5% to 5% over a 3-year timeframe or a 5-year timeframe.
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The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals. The Fund will generally allocate 70%-85% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 15%-30% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in Core holdings and the remaining amount investing in Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
The Fund will strive to keep pace with the annualized rate of inflation by allocating assets across multiple fixed income securities (bonds) and money markets, with a small portion being dedicated to dividend paying large cap domestic stocks. The fixed income (bond)
16
allocations may include, but will not be limited to, short term bonds, intermediate term bonds, long term bonds, corporate bonds, government bonds, high yield bonds and convertible bonds. The asset allocation mix between money market, bonds and dividend paying stocks will be done in a manner to keep pace with inflation.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that has a low tolerance to the daily fluctuations of the stock market (market risk), seeks interest income, yet is willing to accept a limited exposure to market risk in an effort to obtain some growth. By maintaining 15% to 30% allocated to equities, this Fund may experience fluctuations in return due to the stock markets activity, however, since it does not have 100% of its assets invested in equities, the overall impact of the stock markets fluctuating returns will have a subdued impact on the overall performance of the Fund.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk. The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund
17
has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk. In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
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Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small-and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in
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the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of
a security, the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
Funds that invest their assets in lower-yielding securities. Because interest rates
vary, it is impossible to predict the income or yield of the Fund for any particular
period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
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Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying Fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default. |
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Market
risk
. This is the risk that the value of a security or portfolio of
securities will change in value due to a change in general market sentiment or
market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. Within the Core component of the Funds portfolio, the Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Conservative Risk Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
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The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 3.67% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -7.06% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
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Average Annual Total Return as of December 31, 2018
The E-Valuator
Conservative (15%-30%)
RMS Fund R4 Class |
1 Year | 5 Years |
Since
Inception (February 29, 2012) |
Return Before Taxes | -4.43% | 2.49% | 3.99% |
Return After Taxes on Distributions (1) | -6.01% | 1.73% | 3.42% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -1.64% | 1.70% | 2.95% |
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.52% | 2.03% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Conservative/Moderate (30%-50%) RMS Fund
Investment Objective
The E-Valuator Conservative/Moderate (30%-50%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide both growth of principal and income but will at times focus primarily on providing income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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(2) |
Other
Expenses and Total Annual Fund Operating Expenses have been restated to
reflect modifications to the fees provided for under the contractual service arrangements
in place with the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $125 | $405 | $706 | $1,562 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 236.79% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a conservative/moderate investor. This is identified by standard deviations that are slightly greater than that of a conservative investor, but less than those of a typical moderate risk investor. The standard deviation goal for the Fund is to average between 4% to 6.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals.
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The Fund will generally allocate 50%-70% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities (e.g., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 30%-50% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
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Suitable Investor: A suitable investor for this Fund would be an individual/entity that has moderate tolerance to the daily fluctuations of the stock market (market risk) and seeks interest income, but places greater emphasis on the generation of current income than growth of principal.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk. The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt
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securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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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Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small-and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small-and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
Funds that invest their assets in lower-yielding securities. Because interest rates
vary, it is impossible to predict the income or yield of the Fund for any particular
period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that
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the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Tactically Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. Until the Funds investment objective and strategies were changed effective January 31, 2019, the investment objective, strategy, policies, guidelines and restrictions of the Fund were, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and
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Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 5.79% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -9.11% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
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Average Annual Total Return as of December 31, 2018
The E-Valuator
Conservative/Moderate
(30%-50%) RMS Fund R4 Class |
1 Year | 5 Years |
Since
Inception (February 29, 2012) |
Return Before Taxes | -8.93% | 0.95% | 2.89% |
Return After Taxes on Distributions (1) | -10.70% | 0.02% | 2.16% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -4.28% | 0.43% | 2.01% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Moderate (50%-70%) RMS Fund
Investment Objective
The E-Valuator Moderate (50%-70%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide both growth of principal and income but will at times focus primarily on providing growth of principal within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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(2) |
Other
Expenses and Total Annual Fund Operating Expenses have been restated to
reflect modifications to the fees provided for under the contractual service arrangements
in place with the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $105 | $343 | $599 | $1,334 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 302.71% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a moderate risk investor. This is identified by standard deviations that are slightly greater than that of a conservative/moderate investor, but less than those of a typical growth oriented investor. The standard deviation goal for the Fund is to average between 5.5% to 8.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals.
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The Fund will generally allocate 30%-50% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 50%-70% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc. Because market conditions may favor one asset class over another (e.g., fixed income securities may be favored over equity securities at any given time), the allocation of the Funds assets between fixed income and equity securities may range from 50% to 70% allocated to equities at any given time. The Fund will adjust the allocations between fixed income and equity in an effort to continually meet the overriding strategy of providing both income and growth. For instance, in periods when interest rates are relatively high the Fund may adjust the allocation to fixed income to compensate for that environment. Whereas, during a period where interest rates are relatively low, the Fund may need to adjust the allocation to fixed income in an inverse manner to compensate for that environment. In other words, there may be market conditions that warrant allocating more of the Funds assets into fixed income, while there may be other market conditions that would warrant allocating more of the Funds assets to equity.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes
39
provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place increased emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
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The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk) and seeks interest income, but places greater emphasis on growth of principal than the generation of current income.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk. The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
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Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically from day to day. Individual companies may
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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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
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Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
Funds that invest their assets in lower-yielding securities. Because interest rates
vary, it is impossible to predict the income or yield of the Fund for any particular
period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives
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may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Moderate Risk Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund
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were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 5.79% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -12.16% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
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Average Annual Total Return as of December 31, 2018
The E-Valuator
Moderate (50%-70%)
RMS Fund R4 Class |
1 Year | 5 Years |
Since
Inception (February 29, 2012) |
Return Before Taxes | -7.93% | 3.35% | 5.85% |
Return After Taxes on Distributions (1) | -10.17% | 2.26% | 5.04% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -3.14% | 2.32% | 4.41% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Growth (70%-85%) RMS Fund
Investment Objective
The E-Valuator Growth (70%-85%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide growth of principal but will at times seek to provide both growth of principal and income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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(2) |
Other
Expenses and Total Annual Fund Operating Expenses have been restated to
reflect modifications to the fees provided for under the contractual service arrangements
in place with the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $105 | $343 | $599 | $1,334 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 285.36% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a growth oriented investor. This is identified by standard deviations that are slightly greater than that of a moderate risk investor, but less than those of an aggressive growth investor. The standard deviation goal for the Fund is to average between 8% to 11% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals.
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The Fund will generally allocate 15%-30% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 70%-85% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation into Core holdings is achieved by investing a portion of the Funds assets into Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation into Satellite holdings is accomplished by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Fund will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk), seeks growth, and has a small desire for the generation of interest income.
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Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
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Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk. To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
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Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
Funds that invest their assets in lower-yielding securities. Because interest rates
vary, it is impossible to predict the income or yield of the Fund for any particular
period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that
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is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical
57
commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Growth Risk Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
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Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 7.74% (quarter ending 9/30/2013) and the Funds lowest return for a calendar quarter was -14.19% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Growth (70%-85%) RMS
Fund R4 Class |
1 Year | 5 Year |
Since
Inception (February 29, 2012) |
Return Before Taxes | -9.59% | 3.68% | 7.15% |
Return After Taxes on Distributions (1) | -11.91% | 2.44% | 6.21% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -3.91% | 2.59% | 5.48% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
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Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Aggressive Growth (85%-99%) RMS Fund
Investment Objective
The E-Valuator Aggressive Growth (85%-99%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide growth of principal within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018 the waiver was to 0.36%. Additionally, after giving effect to
the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
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Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
R4 Class | $109 | $355 | $621 | $1,385 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 298.25% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annualized performance fluctuation within standard deviation parameters that would be suitable for an aggressive growth oriented investor, therefore being the most volatile investment of the funds within the family of funds comprising the E-Valuator Funds. The standard deviation goal for the Fund is to average between 9.5% to 13.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals. The Fund will generally allocate 1%-15% of its assets into a variety of Underlying
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Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 85%-99% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holding. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aide in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place increased emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk), and is seeking growth.
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Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk. The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
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Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
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Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Fund may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds
income-producing investments may go down. For example, bonds tend to decrease in
value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest
in Underlying Funds that invest their assets in lower-yielding securities. Because
interest rates vary, it is impossible to predict the income or yield of the Fund
for any particular period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that
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is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve
risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
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Liquidity
risk
. This is the risk that assets held by the Underlying Funds may not be liquid.
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Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation risk. This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency. |
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical
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commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Aggressive Growth Risk Managed Strategy (i.e., the predecessor fund) which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
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Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 8.76% (quarter ending 9/30/2013) and the Funds lowest return for a calendar quarter was -15.84% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Aggressive Growth (85%-99%)
RMS Fund R4 Class |
1 Year | 5 Years |
Since
Inception (February 29, 2012) |
Return Before Taxes | -11.30% | 3.35% | 6.85% |
Return After Taxes on Distributions (1) | -13.27% | 2.21% | 5.99% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -5.48% | 2.30% | 5.21% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
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Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Funds on days when the New York Stock Exchange (NYSE) is open for regular trading through a financial advisor, by mail (addressed to the appropriate E-Valuator Fund, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235), by wire, or by calling the Funds toll free at 888-507-2798. Purchases and redemptions by telephone are only permitted if you previously established this option on your account. The minimum initial purchase or exchange into a Fund is $10,000 for R4 Class shares. Subsequent investments must be in amounts of $100 or more for R4 Class shares. The Funds may waive minimums for purchases or exchanges through employer-sponsored retirement plans and individual retirement accounts.
Tax Information
Each Funds distributions will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account in which case withdrawals will be taxed.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank), the Funds and their 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 financial intermediary and your sales person to recommend the Funds over another investment. Ask your sales person or visit your financial intermediarys website for more information.
ADDITIONAL INFORMATION ABOUT THE FUNDS INVESTMENTS
The Funds investment objectives are as following:
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The E-Valuator
Very Conservative (0%-15%) RMS (Risk-Managed Strategy) Fund seeks as a primary
objective to provide income and as a secondary objective stability of principal.
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The E-Valuator
Conservative (15%-30%) RMS (Risk-Managed Strategy) Fund seeks to provide income
but will at times seek growth and income within the stated asset allocation range.
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The E-Valuator
Conservative/Moderate (30%-50%)RMS (Risk-Managed Strategy) Fund seeks to provide
both growth of principal and income but will at times focus primarily on providing
income within the stated asset allocation range.
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The E-Valuator
Moderate (50%-70%) RMS (Risk-Managed Strategy) Fund seeks to provide both growth
of principal and income but will at times focus primarily on providing growth of
principal within the stated asset allocation range.
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The E-Valuator
Growth (70%-85%) RMS (Risk-Managed Strategy) Fund seeks to provide growth of principal
but will at times seek to provide both growth of principal
and income within the stated asset allocation range.
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The E-Valuator
Aggressive Growth (85%-99%) RMS (Risk-Managed Strategy) Fund seeks to provide
growth of principal within the stated asset allocation range.
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Each Funds investment objective may be changed by the Board of Trustees without shareholder approval upon 60 days written notice to shareholders.
In the remaining portion of this prospectus, each of the above mentioned mutual funds may be referred to generally as a Fund or collectively, as the Funds.
The E-Valuator Funds were designed to provide investors with the ease and efficiency of investing with money managers in an asset allocation that is suitable to the investors particular risk temperament. The Adviser of The E-Valuator Funds determines the selection of the Underlying Funds and the asset allocations. The Adviser makes adjustments to the Underlying Funds and asset allocations based on market conditions and performance standards. In addition to the aforementioned asset allocation and management services, the allocations inside each of The E-Valuator Funds are continually monitored and generally rebalanced back to the original allocation whenever a Fund experiences more than a 10% dispersion from the original allocation. Rebalancing is an industry accepted practice of forcing the asset management team to lock-in gains from stronger performing holdings, while re-investing those gains into holdings that have been out of favor with current market conditions. Rebalancing inside The E-Valuator Funds generally occurs whenever the actual balance of an Underlying Fund expressed as a percentage of the total assets differs (either above or below) from the asset allocation percentage by more than 10%. For instance, if an E-Valuator Fund has a 15% allocation to Intermediate Term Bonds (the sector), and the actual balance of the Intermediate Term Bond sector expressed as a percentage of the Funds total assets is 18%, a rebalancing would be signaled because 18% exceeds the asset allocation of 15% by more than 10%. A liquidation of the 3% excess amount (18% -15% = 3%) would be automatically executed and re-invested into the other holdings bringing the Funds account balances back in alignment with the original asset allocation percentages. It is common for rebalancing to be considered a methodology for increasing performance while minimizing volatility.
ADDITIONAL INFORMATION ABOUT RISK
It is important that you closely review and understand the risks of investing in the Fund. References herein to the Fund are to any one of the Funds generally. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are some of the specific risks of investing in the Fund. Insofar as a Fund invests in Underlying Funds, it may be directly subject to the risks described in this section of the prospectus.
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All Funds .
Management Risk . The Funds are subject to management risk as actively-managed investment portfolios. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Other Investment Company Risk. The Funds will incur higher and duplicative expenses when they invest in Underlying Funds. There is also the risk that the Funds may suffer losses due to the investment practices of the Underlying Funds. When the Funds invest in an underlying mutual fund or ETF, the Funds will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of a Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Funds invest in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Funds. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Funds are not required to hold shares of Underlying Funds for any minimum period, they may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Funds have no control over the investments and related risks taken by the underlying funds in which it invests. The 1940 Act and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Funds are generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Funds invest in inverse or leveraged ETFs, the value of a Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged
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ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Funds invest in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk . The prices of securities held by the Funds may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Funds; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. The growth-oriented equity securities purchased by the Funds may involve large price swings and potential for loss. Investors in the Funds should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Equity Risk . To the extent the Funds invest in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Funds invest in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk. To the extent the Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in small- and mid-cap companies, the Funds will be subject to additional risks. These include: (1) the earnings and prospects of smaller companies are more volatile than larger companies; (2) smaller companies may experience higher failure rates than do larger companies; (3) the trading volume of securities of smaller companies is normally less than that of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies; and (4) smaller companies may have limited markets, product lines or financial resources and may lack management experience.
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Volatility Risk. Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk. The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk. To the extent the Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in foreign securities, they may be subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that the Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit
Risk
. The issuer of a fixed income security may not be able to make interest
and principal payments when due. Generally, the lower the credit rating of a security,
the greater the risk that the issuer will default on its obligation.
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Change
in Rating Risk
. If a rating agency gives a debt security a lower rating, the
value of the debt security will decline because investors will demand a higher rate
of return.
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Interest
Rate Risk
. The value of the Funds may fluctuate based upon changes in interest
rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease
in value when interest rates rise. Debt obligations with longer maturities typically
offer higher yields, but are subject to greater price movements as a result of interest
rate changes than debt obligations with shorter maturities.
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Duration
Risk
. Prices of fixed income securities with longer effective maturities
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are more sensitive to interest rate changes than those with shorter effective maturities. | |
Prepayment
Risk
. Certain types of fixed income securities such as mortgage-and asset-backed securities are subject to fluctuations in yield due to prepayment rates that
may be faster or slower than expected.
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest its assets
in lower-yielding securities. Because interest rates vary, it is impossible
to predict the income or yield of the Fund for any particular period.
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High-Yield Securities (Junk Bond) Risk . To the extent that the Funds invest in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Funds may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominately speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk. To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk. The Underlying Funds in the Funds portfolio, may utilize derivatives, such as futures contracts, put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work.
The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid.
While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, an Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses. If the Underlying Funds are not successful in employing such instruments in managing its portfolio, the Funds performance will be
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worse than if it did not invest in Underlying Funds employing such strategies. Successful use by an Underlying Fund of derivatives will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
With respect to fixed income securities, an Underlying Fund may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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Yield curve risk
. This is the risk that there is an adverse shift in market interest rates
of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long- and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long- and short-term interest rates increases which means long-term bond prices
decrease relative to short-term bond prices.
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined. Because interest rates
have declined, the Underlying Funds may have to reinvest the proceeds in bonds with
lower interest rates, which can reduce the Underlying Funds and the Funds returns.
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Liquidity risk. This is the risk that assets held by the Underlying Funds may not be liquid. | ||
Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
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Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
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Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk. To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Funds must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in ETFs that invest in physical commodities may make it more difficult for the Funds to meet these requirements. If, in any year, a Fund fails to qualify as a RIC for any reason, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate
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taxes could substantially reduce a Funds net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on the Funds and their shareholders. In such case, distributions to shareholders generally would be eligible (i) for treatment as qualified dividend income in the case of individual shareholders, and (ii) for the dividends-received deduction in the case of corporate shareholders, provided certain holding period requirements are satisfied. In such circumstances, the Funds could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC that is accorded special treatment.
Passive Investment Risk . The Core portion of each Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Funds do not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Temporary Investments. To respond to adverse market, economic, political or other conditions, the Funds may invest up to 100% of their total assets, without limitation, in high-quality short-term debt securities. These short-term debt securities include: treasury bills, commercial paper, certificates of deposit, bankers acceptances, U.S. Government securities and repurchase agreements. While the Funds are in a defensive position, the opportunity to achieve their respective investment objectives will be limited. The Funds may also invest a substantial portion of their respective assets in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies. When the Funds take such a position, they may not achieve their investment objectives.
MANAGEMENT
The Investment Adviser . Systelligence, LLC (the Adviser), 7760 France Avenue South, Ste. 620, Bloomington, MN, 55435, serves as investment adviser to each Fund. The Adviser is controlled by Kevin Miller. Mr. Collin John Miller owns 25% of the Adviser and the remaining ownership is held by Mr. Tyler Jordan Miller and Mr. Jacob Robert Miller, who are each related to Mr. Kevin Miller. Subject to the authority of the Board of Trustees, the Adviser is responsible for management of the Funds investment portfolios. The Adviser is responsible for selecting each Funds investments according to the Funds investment objective, policies and restrictions. The Adviser was established in May 2016. As of the date of this prospectus, the Adviser manages only The E-Valuator Funds. As of December 31, 2018, the Adviser had approximately $550 million in assets under management.
The Adviser also furnishes each Fund with office space and certain administrative services. For its services, the Adviser is entitled to receive an annual management fee calculated daily and payable monthly, as a percentage of each Funds average daily net assets at the rate of 0.45%. For the fiscal year ended September 30, 2018, the Adviser received investment advisory fees from The E-Valuator Very Conservative (0%-15%) RMS Fund, The E-Valuator Conservative (15%-30%) RMS Fund, The E-Valuator Conservative/Moderate (30%-50%) RMS Fund, The E-Valuator Moderate (50%-70%) RMS Fund, The E-Valuator Growth (70%-85%) RMS Fund, and The E-Valuator Aggressive Growth (85%-99%) RMS Fund at the annual rate 0.38%, respectively, of each Funds average daily net assets.
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The Adviser has contractually agreed to waive its management fee with respect to each Fund to the annual rate of 0.38% of the average daily net assets of the Fund. Prior to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect to the foregoing fee waiver, the Adviser has contractually agreed to limit the total expenses of each of the Fund (exclusive of interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expense on short sales, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of business) to an annual rate of 0.80% of the average daily net assets of each Fund. Each waiver and/or reimbursement of an expense by the Adviser is subject to repayment by each Fund within three years following the date that such waiver was made or such expense was incurred, provided that the particular 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 waiver or reimbursement is recouped. The Adviser may not terminate these contractual arrangements prior to January 31, 2020 except pursuant to mutual consent between the Board of Trustees and the Adviser or in the event that the advisory agreement is terminated.
A discussion regarding the basis for the initial approval by the Board of Trustees of the investment advisory agreement for the Funds is available in the Funds semi-annual report for the period ended March 31, 2018 and a discussion regarding the basis for the most recent annual approval by the Board of Trustees of the investment advisory agreement for the Funds will be available in the Funds semi-annual report for the period ending March 31, 2019.
The Portfolio Manager
The Funds are managed on a day-to-day basis by Kevin Miller.
Mr. Miller created and began managing risk managed strategies for individual and corporate clients in 1997. His philosophy is grounded on the ability to maintain an independent perspective. Asset allocations of each Risk Managed Strategy are focused on the prudent, industry accepted standards toward volatility that is suitable to investors of varying risk temperaments. In 2012, Kevin successfully launched a series of Risk Managed collective investment funds that provided investment management services to thousands of investors and had over $500 million in assets. As the representative of the sub-advisor to the collective investment funds that were the predecessor funds to the Funds, Mr. Miller practiced the concept of selecting managers that have below average expense ratios, with below average volatility, and consistently above average returns relative to the average of their respective peers (per Morningstar, Inc.) and is the recipe to Mr. Millers success.
Prior to the creation of the predecessor funds to the Funds, and since their launch, Mr. Miller has been working with clients (individuals and corporations) as an investment advisor representative of Intervest International, Inc. since February 2006 assisting with the proper selection of money managers and asset allocation in a suitable manner to each clients risk temperament. Prior to this, Mr. Miller was a registered representative with Intervest International Equities Corp. since November 1986.
The Funds Statement of Additional Information (SAI) provides additional information about each portfolio managers compensation, other accounts managed by the portfolio managers, and the portfolio managers ownership in the Funds.
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The Trust
The Funds are each series of the World Funds Trust, an open-end management investment company organized as a Delaware statutory trust on April 9, 2007. 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.
Rule 12b-1 Fees
The Board has adopted a Distribution and Service Plan for each Funds R4 Class (the 12b-1 Plan) in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the 12b-1 Plan, each Fund may finance from the assets of a particular class certain activities or expenses that are intended primarily to result in the sale of shares of such class. Each Fund finances these distribution and service activities through payments made to the Funds principal underwriter (the Distributor). The fee paid to the Distributor by each class is computed on an annualized basis reflecting the average daily net assets of a class, up to a maximum of 0.25% for R4 Class shares. Because these fees are paid out of a classs assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost more than paying other types of sales charges.
The 12b-1 Plan, while primarily intended to compensate for shareholder services and expenses, was adopted pursuant to Rule 12b-1 under the 1940 Act, and it therefore may be used to pay for certain expenditures related to financing distribution related activities for each of the Funds.
Shareholder Services Plan
Each of the Funds has adopted a shareholder services plan with respect to its R4 Class shares. Under a shareholder services plan, each of the Funds may pay an authorized firm up to 0.15% 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, including but not limited to: (i) arranging for bank wires; (ii) responding to inquiries from shareholder concerning their investment in the Funds; (iii) assisting shareholders in changing dividend options, account designations and addresses; (iv) providing information periodically to shareholders showing their position in shares; (v) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (vi) processing purchase, exchange and redemption requests from shareholder and placing orders with the Funds or their service providers; (vii) providing sub-accounting with respect to shares beneficially owned by shareholders; and (viii) processing dividend payments from the Funds on behalf of shareholders.
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
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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.
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.
Shareholder Servicing
Certain financial intermediaries that maintain street name or omnibus accounts with the Funds provide sub-accounting, recordkeeping and/or administrative services to the Funds and are compensated for such services by the Funds. These service fees may be paid in addition to the fees paid under the 12b-1 Plan. For more information, please refer to the SAI.
Other Expenses
In addition to the investment advisory fees, the Funds pay all expenses not assumed by the Adviser, 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.
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 Securities and Exchange Commission (the SEC).
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 Funds (collectively, Financial Intermediaries). You may also purchase shares directly from the Distributor. You may request a copy of this prospectus by calling the Funds toll free at 888-507-2798. Financial Intermediaries 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
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policies and procedures may be different. The price you pay for a share of a Fund is the net asset value next determined upon receipt by the Transfer Agent or financial intermediary. The Funds 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 intermediaries to receive purchase and redemption orders on the Funds behalf.
Certain Financial Intermediaries may have agreements with the Funds that allow them 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.
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 for R4 Class shares is $10,000. Subsequent investments must be in amounts of $100 or more. The Trust may waive the minimum initial investment requirement for purchases made by directors, officers and employees of the Trust. The Trust may also waive the minimum investment requirement for purchases by its affiliated entities and certain related advisory accounts and retirement accounts (such as IRAs). The Trust may also change or waive policies concerning minimum investment amounts at any time. The Trust retains the right to refuse to accept an order.
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:
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Name; | ||
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Date of birth (for individuals); | ||
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Residential or business street address (although post office boxes are still permitted for mailing); and | ||
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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 net asset value or 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 Transfer Agent), each Funds transfer and dividend disbursing agent, at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 together with your check payable to the respective Fund. When you buy shares, be sure to specify the Fund and 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 Funds toll free at 888-507-2798 or the Transfer Agent at (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 Funds toll free at 888-507-2798 or the Transfer Agent at (800) 628-4077.
Other Purchase Information . You may purchase and redeem Fund shares, or exchange shares of the Funds for those of another, by contacting any broker authorized by the Distributor to sell shares of the Funds, by contacting the Funds toll free at 888-507-2798 or by contacting the Transfer Agent, at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 or by telephoning (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
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 form. 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 form. 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.
The Funds typically expect to meet redemption requests through cash holdings or cash equivalents and anticipates using these types of holdings on a regular basis. 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, the Funds will meet redemption requests by either (i) rebalancing their overweight securities or (ii) selling portfolio assets. In addition, if the Fund determine that it would be
85
detrimental to the best interest of the Funds remaining shareholders to make payment in cash, the Funds 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 Fund 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 Funds determine 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 Funds receive a completed account application for the account to permit the Funds 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: the name of the Fund, Attn: Redemptions, 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235. 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 Funds. You can obtain a signature guarantee from most banks or securities dealers, but not from a Notary Public. Please call the Transfer Agent at (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 at (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, Fund name, Fund 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.
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Redemption in Kind . The Funds typically expect 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, the 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. In addition to paying redemption proceeds in cash, the Funds reserve the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. While the Funds do not intend, under normal circumstances, to redeem their 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 a 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 a Fund, either through the distribution of selected individual portfolio securities or a pro-rata distribution of all portfolio securities held by the Fund. Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing a Funds net asset value 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 period, the lesser of (a) $250,000 or (b) 1% of the Funds net assets at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at a Funds election. The Funds methods of satisfying shareholder redemption requests will normally be used during both regular and stressed market conditions.
GENERAL INFORMATION
Signature Guarantees . To help protect you and the Funds from fraud, signature guarantees are required for: (1) all redemptions ordered by mail if you require that the check be made payable to another person or that the check be mailed to an address other than the one indicated on the account registration; (2) all requests to transfer the registration of shares to another owner; and (3) all authorizations to establish or change telephone redemption service, other than through your initial account application. Signature guarantees may be required for certain other reasons. For example, a signature guarantee may be required if you sell a large number of shares or if your address of record on the account has been changed within the last thirty (30) days.
In the case of redemption by mail, signature guarantees must appear on either: (1) the written request for redemption; or (2) a separate instrument of assignment (usually referred to as a stock power) specifying the total number of shares being redeemed. The Trust may waive these requirements in certain instances.
An original signature guarantee assures that a signature is genuine so that you are protected from unauthorized account transactions. Notarization is not an acceptable substitute. Acceptable guarantors only include participants in the Securities Transfer Agents Medallion Program (STAMP2000). Participants in STAMP2000 may include financial institutions such as banks, savings and loan associations, trust companies, credit unions, broker-dealers and member firms of a national securities exchange.
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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 Funds.
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 the minimum balance after 60 days, the Funds may close your account and send you the proceeds. The Funds 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 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 and Taxes below.
In the event that a shareholders account falls below the stated minimums below due to market fluctuation, the Funds will not redeem the account. You should note that should a voluntary redemption occur with regards to a non-retirement account, such redemption would be subject to taxation. Please refer to the section entitled Dividends, Distributions and Taxes below.
Automatic Investment Plan . Existing shareholders, who wish to make regular monthly investments in amounts of $100 or more, may do so through the Automatic Investment Plan. Under the Automatic Investment Plan, your designated bank or other financial institution debits a pre-authorized amount from your account on or about the 15th day of each month and applies the amount to the purchase of Fund shares. To use this service, you must authorize the transfer of funds by completing the Automatic Investment Plan section of the account application and sending a blank voided check.
Exchange Privilege . To the extent that the Adviser manages other funds in the Trust, you may exchange all or a portion of your shares in the Funds for shares of the same class of certain other funds of the Trust managed by the Adviser having different investment objectives, provided that the shares of the fund you are exchanging into are registered for sale in your state of residence. An exchange is treated as a redemption and purchase and may result in realization of a taxable gain or loss on the transaction. You wont pay a deferred sales charge on an exchange; however, when you sell the shares you acquire in an exchange, you will pay a deferred sales charge based on the date you bought the original shares you exchanged. As of the date of this Prospectus, the Adviser manages 6 funds in the Trust.
Frequent purchases and redemptions (Frequent Trading) (as discussed below) can adversely impact Fund performance and shareholders. Therefore, the Trust reserves the right to temporarily or permanently modify or terminate the Exchange Privilege. The Trust also reserves the right to refuse exchange requests by any person or group if, in the Trusts judgment, the Funds would be unable to invest the money effectively in accordance with their investment objective and policies, or would otherwise potentially be adversely affected. The Trust further reserves the right to restrict or refuse an exchange request if the Trust has received or anticipates simultaneous orders affecting significant portions of the Funds assets or detects a pattern of exchange requests that coincides with a market timing strategy. Although the Trust will attempt to give you prior notice when reasonable to do so, the Trust may modify or terminate the Exchange Privilege at any time.
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How to Transfer Shares . If you wish to transfer shares to another owner, send a written request to the Transfer Agent at 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235. Your request should include: (i) the name of the Fund and existing account registration; (ii) signature(s) of the registered owner(s); (iii) the new account registration, address, taxpayer identification number and how dividends and capital gains are to be distributed; (iv) any stock certificates which have been issued for the shares being transferred; (v) signature guarantees (See Signature Guarantees); and (vi) any additional documents which are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call the Transfer Agent at (800) 628-4077.
Account Statements and Shareholder Reports . Each time you purchase, redeem or transfer shares of the Funds, you will receive a written confirmation. You will also receive a year-end statement of your account if any dividends or capital gains have been distributed, and an annual and a semi-annual report.
Shareholder Communications . The Funds may eliminate duplicate mailings of portfolio materials to shareholders who reside at the same address, unless instructed to the contrary. Investors may request that the Funds send these documents to each shareholder individually by calling the Funds toll free at 888-507-2798.
General . The Funds will not be responsible for any losses 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Capital Gain Distributions . Dividends from net investment income, if any, are declared and paid annually for the Funds. The Funds intend to distribute annually any net capital gains.
Dividends and distributions will automatically be reinvested in additional shares of the applicable Funds, unless you elect to have the distributions paid to you in cash. There are no sales charges or transaction fees for reinvested dividends and all shares will be purchased at NAV. Shareholders will be subject to tax on all dividends and distributions whether paid to them in cash or reinvested in shares. If the investment in shares is made within an IRA, all dividends and capital gain distributions must be reinvested.
Unless you are investing through a tax deferred retirement account, such as an IRA, it is not to your advantage to buy shares of the Funds shortly before the next distribution, because doing so can cost you money in taxes. This is known as buying a dividend. To avoid buying a dividend, check the Funds distribution schedule before you invest.
Taxes . In general, the Funds distributions are taxable to you as ordinary income, qualified dividend income, or capital gain. This is true whether you reinvest your distributions in additional shares of the Fund or receive them in cash. Any long-term capital gain the Funds distribute are taxable to you as long-term capital gains no matter how long you have owned your shares. Other Fund distributions (including distributions attributable
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to short-term capital gain of the Funds) will generally be taxable to you as ordinary income, except that distributions that are designated as qualified dividend income will be taxable at the rates applicable to long-term capital gain. Every January, you will receive a Form 1099 that shows the tax status of distributions you received for the previous year. Distributions declared in December but paid in January are taxable as if they were paid in December. The one major exception to these tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-deferred retirement account) will not be currently taxable.
When you sell shares of the Funds, you will generally have a capital gain or loss. For tax purposes, an exchange of your shares of the Funds for shares of a different fund of the Trust is the same as a sale. The individual tax rate on any gain from the sale or exchange of your shares depends on how long you have held your shares.
Fund distributions and gains from the sale or exchange of your shares will generally be subject to state and local income tax. Non-U.S. investors may be subject to U.S. withholding and estate tax. You should consult with your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
By law, the Funds must withhold 24% of your taxable distributions and proceeds if you do not provide your correct taxpayer identification number (TIN) or fail to certify that your TIN is correct and that you are a U.S. person, or if the Internal Revenue Service (the IRS) has notified you that you are subject to backup withholding and instructs the Funds to do so.
Cost Basis Reporting . 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.
The Funds have chosen average cost as the 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 net asset values, and the entire position is not sold at one time. The Funds have chosen average cost as its standing (default) tax lot identification method for all shareholders. 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, 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.
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NET ASSET VALUE
Each Funds share price, called the NAV per share, is determined as of the close of trading on the NYSE (generally, 4:00 p.m. Eastern time) on each business day that the NYSE is open (the Valuation Time). As of the date of this prospectus, the Funds have been informed that the NYSE observes the following holidays: New Years Day, Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. NAV per share is computed by adding the total value of a Funds investments and other assets attributable to the Funds R4 Class shares, subtracting any liabilities attributable to the applicable class and then dividing by the total number of the applicable classes shares outstanding. Due to the fact that different expenses may be charged against shares of different classes of a Fund, the NAV of the different classes may vary. Because the Funds may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the Funds do not price their shares, the value of the securities held in the Funds may change on days when you will not be able to purchase or redeem Fund shares.
Shares of the Funds are bought or exchanged at the public offering price per share next determined after a request has been received in proper form. The public offering price of a Funds shares is equal to the NAV plus the applicable front-end sales charge, if any. Shares of the Funds held by you are sold or exchanged at the NAV per share next determined after a request has been received in proper form, less any applicable deferred sales charge. Any request received in proper form before the Valuation Time, will be processed the same business day. Any request received in proper form after the Valuation Time, will be processed the next business day.
Each Funds securities are valued at current market prices. Investments in securities traded on national securities exchanges are valued at the last reported sale price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Other securities traded in the over-the-counter market and listed securities for which no sales are reported on a given date are valued at the last reported bid price. Debt securities are valued by appraising them at prices supplied by a pricing agent approved by the Trust, which prices may reflect broker-dealer supplied valuations and electronic data processing techniques. Short-term debt securities (less than 60 days to maturity) are valued at their fair market value using amortized cost. Other assets for which market prices are not readily available are valued at their fair value as determined in good faith by the administrator, in consultation with the Adviser, under procedures set by the Board. Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times before the scheduled close of the NYSE. The value of these securities used in computing the NAV is determined as of such times.
The Trust has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Funds when market prices are unavailable as well as under special circumstances, such as: (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security; and (ii) when an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security. Since most of the Funds investments are traded on U.S. securities exchanges, it is anticipated that the use of fair value pricing will be limited.
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When the Trust uses fair value pricing to determine the NAV per share of the Funds, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Board believes accurately reflects fair value. Any method used will be approved by the Board and results will be monitored to evaluate accuracy. The Trusts policy is intended to result in a calculation of a Funds NAV that fairly reflects security values as of the time of pricing.
SHARE CLASS ALTERNATIVES
The Funds offer investors one class of shares through this prospectus. The Funds offer Service Class shares through another prospectus which may be obtained by calling 888-507-2798. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and may have different share prices and minimum investment requirements. When you buy shares be sure to specify the class of shares in which you choose to invest. Because each share class has a different combination of sales charges, expenses and other features, you should consult your financial adviser to determine which class best meets your financial objectives.
R4 Class Shares . R4 Class shares are offered with no front-end or contingent deferred sales charge and are subject to a 0.15% Shareholder Services fee. The R4 Class shares are also subject to a 0.25% Rule 12b-1 fee.
FREQUENT PURCHASES AND REDEMPTIONS
Frequent purchases and redemptions (Frequent Trading) of shares of the Funds may present a number of risks to other shareholders of the Funds. These risks may include, among other things, dilution in the value of shares of the Funds held by long-term shareholders, interference with the efficient management by the Adviser of the Funds portfolio holdings, and increased brokerage and administration costs. Due to the potential of an overall adverse market, economic, political, or other conditions affecting the sale price of portfolio securities, the Fund 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 portfolio 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. These capital gains could include short-term capital gains taxed at ordinary income tax rates.
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 if, as a result of this monitoring, the Funds believe that a shareholder has engaged in frequent trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholders accounts. 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. To minimize harm to the Funds and their shareholders, the Funds reserve the right to
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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, subject to certain permissible exceptions as described above, the Funds will not accommodate abusive Frequent Trading. 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 Adviser 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.
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DISTRIBUTION ARRANGEMENTS
The Funds are offered through financial supermarkets, investment advisers and consultants, financial planners, brokers, dealers and other investment professionals, and directly through the Distributor. Investment professionals who offer shares may request fees from their individual clients. If you invest through a third party, the policies and fees may be different than those described in this prospectus. For example, third parties may charge transaction fees or set different minimum investment amounts. If you purchase your shares through a broker-dealer, the broker-dealer firm is entitled to receive a percentage of the sales charge you pay in order to purchase Fund shares.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the Funds financial performance for the periods presented. Certain information reflects financial results for a single share. The total returns in the tables represent the rate that an investor would have earned [or lost] on an investment in R4 Class shares of the Funds (assuming reinvestment of all dividends and distributions). The financial highlights below reflect the R4 Class previous name the Investor Class share. The Board of Trustees of the World Funds Trust approved the change in name of the Investor Class share to the R4 Class share effective March 27, 2017. The financial highlights for the periods presented have been audited by Cohen & Company, Ltd., the Funds 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 are incorporated by reference into the SAI. Copies of the Annual Report and the SAI may be obtained at no charge by calling 1-800-673-0550.
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THE E-VALUATOR VERY CONSERVATIVE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 10.53 | $ | 10.13 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.27 | 0.19 | 0.02 | |||||||||
Net realized and unrealized gain (loss) on investments |
0.00 | 0.27 | 0.11 | |||||||||
Total from investment activities |
0.27 | 0.46 | 0.13 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.24 | ) | (0.05 | ) | - | |||||||
Net realized gain |
(0.08 | ) | (0.01 | ) | - | |||||||
Total distributions |
(0.32 | ) | (0.06 | ) | - | |||||||
Net asset value, end of period | $ | 10.48 | $ | 10.53 | $ | 10.13 | ||||||
Total Return | 2.58% | 4.53% | 1.30% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
1.17% | 1.14% | 1.09% | ** | ||||||||
Expenses net of fee waiver |
1.05% | 1.05% | 0.93% | ** | ||||||||
Net investment income (loss) (C) |
2.62% | 1.89% | 0.69% | ** | ||||||||
Portfolio turnover rate | 389.21% | 189.64% | 12.66% | *** | ||||||||
Net assets, end of period (000s) | $ | 5,802 | $ | 2,608 | $ | 7,078 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
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THE E-VALUATOR CONSERVATIVE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 10.82 | $ | 10.24 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.27 | 0.21 | 0.05 | |||||||||
Net realized and unrealized gain (loss) on investments |
0.30 | 0.45 | 0.19 | |||||||||
Total from investment activities |
0.57 | 0.66 | 0.24 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.26 | ) | (0.06 | ) | - | |||||||
Net realized gain |
(0.22 | ) | (0.02 | ) | - | |||||||
Total distributions |
(0.48 | ) | (0.08 | ) | - | |||||||
Net asset value, end of period | $ | 10.91 | $ | 10.82 | $ | 10.24 | ||||||
Total Return | 5.34% | 6.47% | 2.40% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.97% | 1.09% | 1.05% | ** | ||||||||
Expenses net of fee waiver |
0.90% | 1.00% | 0.89% | ** | ||||||||
Net investment income (loss) (C) |
2.44% | 2.01% | 1.29% | ** | ||||||||
Portfolio turnover rate | 321.58% | 142.99% | 10.57% | *** | ||||||||
Net assets, end of period (000s) | $ | 12,016 | $ | 9,474 | $ | 25,671 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
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THE E-VALUATOR CONSERVATIVE/MODERATE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.03 | $ | 10.26 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.12 | 0.26 | 0.07 | |||||||||
Net realized and unrealized gain (loss) on investments |
0.28 | 0.59 | 0.19 | |||||||||
Total from investment activities |
0.40 | 0.85 | 0.26 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.31 | ) | (0.05 | ) | - | |||||||
Net realized gain |
(0.42 | ) | (0.03 | ) | - | |||||||
Total distributions |
(0.73 | ) | (0.08 | ) | - | |||||||
Net asset value, end of period | $ | 10.70 | $ | 11.03 | $ | 10.26 | ||||||
Total Return | 3.56% | 8.33% | 2.60% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
1.09% | 1.25% | 1.13% | ** | ||||||||
Expenses net of fee waiver |
1.01% | 1.05% | 0.97% | ** | ||||||||
Net investment income (loss) (C) |
1.14% | 2.49% | 1.92% | ** | ||||||||
Portfolio turnover rate | 236.79% | 158.01% | 2.07% | *** | ||||||||
Net assets, end of period (000s) | $ | 1,046 | $ | 1,625 | $ | 8,192 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
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THE E-VALUATOR MODERATE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.50 | $ | 10.36 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.18 | 0.15 | 0.06 | |||||||||
Net realized and unrealized gain (loss) on investments |
0.84 | 1.06 | 0.30 | |||||||||
Total from investment activities |
1.02 | 1.21 | 0.36 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.17 | ) | (0.05 | ) | - | |||||||
Net realized gain |
(0.61 | ) | (0.02 | ) | - | |||||||
Total distributions |
(0.78 | ) | (0.07 | ) | - | |||||||
Net asset value, end of period | $ | 11.74 | $ | 11.50 | $ | 10.36 | ||||||
Total Return | 9.28% | 11.78% | 3.60% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.94% | 1.06% | 1.03% | ** | ||||||||
Expenses net of fee waiver |
0.86% | 0.97% | 0.87% | ** | ||||||||
Net investment income (loss) (C) |
1.52% | 1.50% | 1.74% | ** | ||||||||
Portfolio turnover rate | 302.71% | 137.57% | 12.39% | *** | ||||||||
Net assets, end of period (000s) | $ | 26,455 | $ | 24,962 | $ | 68,443 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
98
THE E-VALUATOR GROWTH RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.89 | $ | 10.43 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.13 | 0.12 | 0.05 | |||||||||
Net realized and unrealized gain (loss) on investments |
1.09 | 1.39 | 0.38 | |||||||||
Total from investment activities |
1.22 | 1.51 | 0.43 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.14 | ) | (0.03 | ) | - | |||||||
Net realized gain |
(0.99 | ) | (0.02 | ) | - | |||||||
Total distributions |
(1.13 | ) | (0.05 | ) | - | |||||||
Net asset value, end of period | $ | 11.98 | $ | 11.89 | $ | 10.43 | ||||||
Total Return | 10.78% | 14.54% | 4.30% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.93% | 1.05% | 1.03% | ** | ||||||||
Expenses net of fee waiver |
0.86% | 0.96% | 0.87% | ** | ||||||||
Net investment income (loss) (C) |
1.09% | 1.12% | 1.49% | ** | ||||||||
Portfolio turnover rate | 285.36% | 125.32% | 14.33% | *** | ||||||||
Net assets, end of period (000s) | $ | 23,370 | $ | 20,799 | $ | 93,317 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
99
THE E-VALUATOR AGGRESSIVE GROWTH RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
R4 Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 12.12 | $ | 10.48 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.08 | 0.08 | 0.04 | |||||||||
Net realized and unrealized gain (loss) on investments |
1.21 | 1.59 | 0.44 | |||||||||
Total from investment activities |
1.29 | 1.67 | 0.48 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.12 | ) | (0.01 | ) | - | |||||||
Net realized gain |
(0.99 | ) | (0.02 | ) | - | |||||||
Total distributions |
(1.11 | ) | (0.03 | ) | - | |||||||
Net asset value, end of period | $ | 12.30 | $ | 12.12 | $ | 10.48 | ||||||
Total Return | 11.12% | 16.01% | 4.80% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.95% | 1.07% | 1.06% | ** | ||||||||
Expenses net of fee waiver |
0.87% | 0.98% | 0.90% | ** | ||||||||
Net investment income (loss) (C) |
0.70% | 0.70% | 1.23% | ** | ||||||||
Portfolio turnover rate | 298.25% | 144.83% | 10.24% | *** | ||||||||
Net assets, end of period (000s) | $ | 10,818 | $ | 7,428 | $ | 25,427 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
100
FOR MORE INFORMATION
You will find more information about the Funds in the following documents:
Each Funds annual and semi-annual reports will contain more information about the Funds. Each Funds annual report will contain a discussion of the market conditions and investment strategies that had a significant effect on the Funds performance during the last fiscal year.
For more information about the Funds, you may wish to refer to the Funds SAI dated January 31, 2019, which is on file with the SEC and incorporated by reference into this prospectus. You can obtain a free copy of the annual and semi-annual reports, and SAI by writing to World Funds Trust, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling the Funds toll free at 888-507-2798, by e-mail at: mail@ccofva.com or on the Funds website at www.evaluatorfunds.com. General inquiries regarding the Funds may also be directed to the above address or telephone number.
Information about the Trust, including the SAI, can be reviewed and copied at the SECs Public Reference Room, 100 F Street NE, Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. Reports and other information regarding the Funds are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Commissions Public Reference Section, Washington D.C. 20549-0102.
(Investment Company Act File No. 811-22172)
101
The E-Valuator Funds*
PROSPECTUS
January 31, 2019
The E-Valuator Very Conservative
(0%-15%) RMS Fund
Service Class Shares (EVVLX)
The E-Valuator Conservative
(15%-30%) RMS Fund
Service Class Shares (EVCLX)
The E-Valuator Conservative/Moderate
(30%-50%) RMS Fund
Service Class Shares (EVTTX)
The E-Valuator Moderate
(50%-70%) RMS Fund
Service Class Shares (EVMLX)
The E-Valuator Growth
(70%-85%) RMS Fund
Service Class Shares (EVGLX)
The E-Valuator Aggressive
Growth (85%-99%) RMS Fund
Service Class Shares (EVAGX)
*Note that prior to March 27, 2017 Service Class Shares were named Institutional Class Shares .
This prospectus describes The E-Valuator Funds. The E-Valuator Funds are each authorized to offer 2 classes of shares, one of which is offered by this prospectus.
IMPORTANT NOTE: Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds or your financial intermediary electronically by calling or sending an email request. You may elect to receive all future reports in paper free of charge. You can inform the Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling or sending an email request. Your election to receive reports in paper will apply to all Funds held with the Fund complex or your financial intermediary.
The U.S. Securities and Exchange Commission 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.
TABLE OF CONTENTS | Page |
Fund Summary | |
The E-Valuator Very Conservative (0%-15%) RMS Fund |
1 |
The E-Valuator Conservative (15%-30%) RMS Fund |
13 |
The E-Valuator Conservative/Moderate (30%-50%) RMS Fund |
25 |
The E-Valuator Moderate (50%-70%) RMS Fund |
37 |
The E-Valuator Growth (70%-85%) RMS Fund |
49 |
The E-Valuator Aggressive Growth (85%-99%) RMS Fund |
61 |
Additional Information About the Funds Investments | 73 |
Additional Information About Risk | 74 |
Management | 80 |
How to Buy Shares | 83 |
How to Sell Shares | 85 |
General Information | 87 |
Dividends, Distributions and Taxes | 89 |
Net Asset Value | 90 |
Share Class Alternatives | 91 |
Frequent Purchases and Redemptions | 92 |
Distribution Arrangements | 93 |
Financial Highlights | 94 |
For More Information | 101 |
FUND SUMMARY The E-Valuator Very Conservative (0%-15%) RMS Fund
Investment Objective
The E-Valuator Very Conservative (0%-15%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks as a primary objective to provide income and as a secondary objective stability of principal.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | ||
Maximum
sales charge (load) imposed on purchases
(as a percentage of offering price) |
None | ||
Maximum
deferred sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | ||
Redemption Fee | None | ||
Exchange Fee | None | ||
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.33% | |||
Shareholder Servicing Plan | 0.04% | |||
Acquired Fund Fees and Expenses | 0.19% | |||
Total Annual Fund Operating Expenses (2) | 1.01% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.94% | |||
(1) | Systelligence, LLC (the Adviser), has contractually agreed to waive its management fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect to the foregoing fee waiver, the Adviser has contractually agreed to limit the total expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expense on short sales, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of business) to an annual rate of 0.80% of the average daily net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser is subject to repayment by the Fund within three years following the date that such waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped. The Adviser may not terminate these contractual arrangements prior to January 31, 2020. | ||
(2) | Other Expenses and Total Annual Fund Operating Expenses have been restated to reflect modifications to the fees provided for under the contractual service arrangements in place with the Funds administrator. |
1
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $96 | $315 | $551 | $1,230 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 389.21% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name) which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a very conservative investor, that is, an investor anticipating very low fluctuations in annual return on a year-over-year basis. The standard deviation goal for the Fund is to average between 1% to 3.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals.
2
The Fund will generally allocate 85%-100% of the Funds assets into a variety of Underlying Funds that focus on investments in fixed income securities (e.g., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining portion of the Funds assets (up to 15%) will generally be dedicated to investments in Underlying Funds that focus on investments in equity securities that have the potential of paying dividends on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in Core holdings and the remaining amount investing in Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into fixed income has been determined, the next step would be to identify the amount allocated between investment grade and hi-yield securities. Once this has been determined, the next decision is to determine the allocation into short term, intermediate term, and long term securities within each applicable sub-group. When the allocations have been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
3
The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
4
The Fund will strive to keep pace with the annualized rate of inflation by allocating assets across multiple fixed income securities (bonds), money markets, as well as a small portion being dedicated to dividend paying large cap domestic stocks. The fixed income (bond) allocations may include, but will not be limited to, short term bonds, intermediate term bonds, long term bonds, corporate bonds, government bonds, high yield bonds, and convertible bonds. The asset allocation mix between money markets, bonds and dividend paying stocks will be done in a manner to keep pace with inflation.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that has very low tolerance to the daily fluctuations of the stock market (market risk), seeks interest income, and has a desire to keep pace with the annualized rate of inflation.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
5
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk . The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
6
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. | |
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. | |
Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities. | |
Duration
Risk
. Prices of fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
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Prepayment
Risk
. The Fund may invest in Underlying Funds that invest in mortgage-and
asset-backed securities, which are subject to fluctuations in yield due to prepayment
rates that may be faster or slower than expected.
|
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Income
Risk
. The Funds income could decline due to falling market interest rates.
In a falling interest rate environment, the Fund may be required to invest in Underlying
|
7
Funds that
invest their assets in lower-yielding securities. Because interest rates vary,
it is impossible to predict the income or yield of the Fund for any particular period.
|
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying Fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest
rate risk
. This is the risk that the market value of bonds owned by the Underlying
Funds will fluctuate as interest rates go up and down.
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8
Yield
curve risk
. This is the risk that there is an adverse shift in market interest
rates of fixed income investments held by the Underlying Funds. The risk is associated
with either flattening or steepening of the yield curve, which is a result of changing
yields among comparable bonds with different maturities. If the yield curve flattens,
then the yield spread between long-and short-term interest rates narrows and the
price of a bond will change. If the curve steepens, then the spread between the
long-and short-term interest rates increases which means long-term bond prices
decrease Relative to short-term bond prices.
|
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Prepayment
risk
. This is the risk that the issuers of bonds owned by the Underlying Funds
will prepay them at a time when interest rates have declined, any proceeds may have
to be invested in bonds with lower interest rates, which can reduce the returns.
|
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Liquidity
risk
. This is the risk that assets held by the Underlying Fund may not be liquid.
|
|
Credit
risk
. This is the risk that an issuer of a bond held by the Underlying Funds
may default.
|
|
Market
risk
. This is the risk that the value of a security or portfolio of securities
will change in value due to a change in general market sentiment or market expectations.
|
|
Inflation
risk
. This is the risk that the value of assets or income will decrease as inflation
shrinks the purchasing power of a particular currency.
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RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. Within the Core component of the Funds portfolio, the Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
9
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Very Conservative Risk Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
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During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 2.04% (quarter ending 9/30/2018) and the Funds lowest return for a calendar quarter was -4.29% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Very Conservative RMS
(0%-15%) Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -3.00% | 1.68% | 2.30% |
Return After Taxes on Distributions (1) | -4.60% | 1.01% | 1.81% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -1.22% | 1.05% | 1.60% |
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.52% | 2.03% |
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(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
12
FUND SUMMARY The E-Valuator Conservative (15%-30%) RMS Fund
Investment Objective
The E-Valuator Conservative (15%-30%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide income but will at times seek growth and income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | |||
Maximum sales
charge (load) imposed on purchases
(as a percentage of offering price) |
None | |||
Maximum deferred
sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | |||
Redemption Fee | None | |||
Exchange Fee | None | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.21% | |||
Shareholder Services Plan | 0.01% | |||
Acquired Fund Fees and Expenses | 0.18% | |||
Total Annual Fund Operating Expenses (2) | 0.85% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.78% | |||
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect
to the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
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13
(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $80 | $264 | $465 | $1,043 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 321.58% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name) which, involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a conservative investor, that is, an investor anticipating low fluctuations in annual return on a year-over-year basis. This is identified by standard deviations that are slightly greater than that of a very conservative investor, but less than those of a typical conservative/moderate risk investor. The standard deviation goal for the Fund is to average between 2.5% to 5% over a 3-year timeframe or a 5-year timeframe.
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The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals. The Fund will generally allocate 70%-85% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 15%-30% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in Core holdings and the remaining amount investing in Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
15
The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
The Fund will strive to keep pace with the annualized rate of inflation by allocating assets across multiple fixed income securities (bonds) and money markets, with a small portion being dedicated to dividend paying large cap domestic stocks. The fixed income (bond)
16
allocations may include, but will not be limited to, short term bonds, intermediate term bonds, long term bonds, corporate bonds, government bonds, high yield bonds and convertible bonds. The asset allocation mix between money market, bonds and dividend paying stocks will be done in a manner to keep pace with inflation.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that has a low tolerance to the daily fluctuations of the stock market (market risk), seeks interest income, yet is willing to accept a limited exposure to market risk in an effort to obtain some growth. By maintaining 15% to 30% allocated to equities, this Fund may experience fluctuations in return due to the stock markets activity, however, since it does not have 100% of its assets invested in equities, the overall impact of the stock markets fluctuating returns will have a subdued impact on the overall performance of the Fund.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund
17
has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of such other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk. In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk . The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
18
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in
19
the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . The Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest in Underlying Funds that invest their assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
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Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying Fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined, any proceeds may have to be invested in bonds with lower interest rates, which can reduce the returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
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Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. Within the Core component of the Funds portfolio, the Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Conservative Risk Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
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The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 3.78% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -7.06% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
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Average Annual Total Return as of December 31, 2018
The E-Valuator
Conservative (15%-30%)
RMS Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -4.25% | 2.77% | 4.25% |
Return After Taxes on Distributions (1) | -6.01% | 1.92% | 3.61% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -1.51% | 1.88% | 3.12% |
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 0.01% | 2.52% | 2.03% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Conservative/Moderate (30%-50%) RMS Fund
Investment Objective
The E-Valuator Conservative/Moderate (30%-50%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide both growth of principal and income but will at times focus primarily on providing income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | |||
Maximum sales
charge (load) imposed on purchases
(as a percentage of offering price) |
None | |||
Maximum deferred
sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | |||
Redemption Fee | None | |||
Exchange Fee | None | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.34% | |||
Shareholder Services Plan | 0.01% | |||
Acquired Fund Fees and Expenses | 0.19% | |||
Total Annual Fund Operating Expenses (2) | 0.99% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.92% | |||
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect
to the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
|
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(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $94 | $308 | $540 | $1,207 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 236.79% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a conservative/moderate investor. This is identified by standard deviations that are slightly greater than that of a conservative investor, but less than those of a typical moderate risk investor. The standard deviation goal for the Fund is to average between 4% to 6.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation
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goals. The Fund will generally allocate 50%-70% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities (e.g., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 30%-50% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index (e. g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance of the Fund with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that has moderate tolerance to the daily fluctuations of the stock market (market risk) and seeks interest income, but places greater emphasis on the generation of current income than growth of principal.
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Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
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Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
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Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
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Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . The Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest in Underlying Funds that invest their assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that
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is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined, any proceeds may have to be invested in bonds with lower interest rates, which can reduce the returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical
33
commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Tactically Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. Until the Funds investment objective and strategies were changed effective January 31, 2019, the investment objective, strategy, policies, guidelines and restrictions of the Fund were, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
34
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 5.95% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -9.07% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
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Average Annual Total Return as of December 31, 2018
The E-Valuator
Conservative/Moderate
(30%-50%) RMS Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -8.73% | 1.38% | 3.41% |
Return After Taxes on Distributions (1) | -10.65% | 0.25% | 2.56% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -4.13% | 0.69% | 2.37% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
36
FUND SUMMARY The E-Valuator Moderate (50%-70%) RMS Fund
Investment Objective
The E-Valuator Moderate (50%-70%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide both growth of principal and income but will at times focus primarily on providing growth of principal within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | |||
Maximum sales
charge (load) imposed on purchases
(as a percentage of offering price) |
None | |||
Maximum deferred
sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | |||
Redemption Fee | None | |||
Exchange Fee | None | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.20% | |||
Shareholder Services Plan | 0.01% | |||
Acquired Fund Fees and Expenses | 0.19% | |||
Total Annual Fund Operating Expenses (2) | 0.85% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.78% | |||
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect
to the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
|
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(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $80 | $264 | $465 | $1,043 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 302.71% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a moderate risk investor. This is identified by standard deviations that are slightly greater than that of a conservative/moderate investor, but less than those of a typical growth oriented investor. The standard deviation goal for the Fund is to average between 5.5% to 8.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation
38
goals. The Fund will generally allocate 30%-50% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 50%-70% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc. Because market conditions may favor one asset class over another (e.g., fixed income securities may be favored over equity securities at any given time), the allocation of the Funds assets between fixed income and equity securities may range from 50% to 70% allocated to equities at any given time. The Fund will adjust the allocations between fixed income and equity in an effort to continually meet the overriding strategy of providing both income and growth. For instance, in periods when interest rates are relatively high the Fund may adjust the allocation to fixed income to compensate for that environment. Whereas, during a period where interest rates are relatively low, the Fund may need to adjust the allocation to fixed income in an inverse manner to compensate for that environment. In other words, there may be market conditions that warrant allocating more of the Funds assets into fixed income, while there may be other market conditions that would warrant allocating more of the Funds assets to equity.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index ( e.g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes
39
provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place increased emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
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The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk) and seeks interest income, but places greater emphasis on growth of principal than the generation of current income.
Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which
41
invest in other investment companies, and as a result, the Fund is generally restricted to holding no more than 3% of the outstanding voting shares of any other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically from day to day. Individual companies may
42
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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
43
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . The Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest in Underlying Funds that invest their assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives
44
may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined, any proceeds may have to be invested in bonds with lower interest rates, which can reduce the returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
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Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Moderate Risk Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor fund). The performance of the predecessor fund has not been restated to reflect the fees, expenses and fee waivers and/or expense limitations
46
applicable to each class of shares of the Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 5.93% (quarter ending 12/31/2013) and the Funds lowest return for a calendar quarter was -12.08% (quarter ending 12/31/2018).
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The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Moderate (50%-70%)
RMS Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -7.68% | 3.69% | 6.13% |
Return After Taxes on Distributions (1) | -10.61% | 2.51% | 5.25% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -2.97% | 2.55% | 4.61% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Growth (70%-85%) RMS Fund
Investment Objective
The E-Valuator Growth (70%-85%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide growth of principal but will at times seek to provide both growth of principal and income within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | |||
Maximum sales
charge (load) imposed on purchases
(as a percentage of offering price) |
None | |||
Maximum deferred
sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | |||
Redemption Fee | None | |||
Exchange Fee | None | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.19% | |||
Shareholder Services Plan | 0.01% | |||
Acquired Fund Fees and Expenses | 0.20% | |||
Total Annual Fund Operating Expenses (2) | 0.85% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.78% | |||
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect
to the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
|
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(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $80 | $264 | $465 | $1,043 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 285.36% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annual performance fluctuation within standard deviation parameters that would be suitable for a growth oriented investor. This is identified by standard deviations that are slightly greater than that of a moderate risk investor, but less than those of an aggressive growth investor. The standard deviation goal for the Fund is to average between 8% to 11% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation
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goals. The Fund will generally allocate 15%-30% of its assets into a variety of Underlying Funds that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 70%-85% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holdings. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aid in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation into Core holdings is achieved by investing a portion of the Funds assets into Underlying Funds that attempt to replicate the performance of a common index ( e.g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation into Satellite holdings is accomplished by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Fund will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place more emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk), seeks growth, and has a small desire for the generation of interest income.
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Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Market Risk. The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
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Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
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Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
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Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . The Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest in Underlying Funds that invest their assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that
56
is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited.
Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined, any proceeds may have to be invested in bonds with lower interest rates, which can reduce the returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual
57
distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Growth Risk Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
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Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 7.80% (quarter ending 9/30/2013) and the Funds lowest return for a calendar quarter was -14.12% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Growth (70%-85%) RMS
Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -9.35% | 4.00% | 7.49% |
Return After Taxes on Distributions (1) | -11.78% | 2.66% | 6.47% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -3.75% | 2.80% | 5.73% |
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
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1 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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FUND SUMMARY The E-Valuator Aggressive Growth (85%-99%) RMS Fund
Investment Objective
The E-Valuator Aggressive Growth (85%-99%) RMS (Risk-Managed Strategy) Fund (the Fund) seeks to provide growth of principal within the stated asset allocation range.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid directly from your investment) |
Service Class | |||
Maximum sales
charge (load) imposed on purchases
(as a percentage of offering price) |
None | |||
Maximum deferred
sales charges (load)
(as a percentage of the NAV at time of purchase) |
None | |||
Redemption Fee | None | |||
Exchange Fee | None | |||
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee (1) | 0.45% | |||
Distribution (12b-1) and Service Fees | None | |||
Other Expenses (2) | 0.21% | |||
Shareholder Services Plan | 0.01% | |||
Acquired Fund Fees and Expenses | 0.22% | |||
Total Annual Fund Operating Expenses (2) | 0.89% | |||
Fee Waivers and/or Expense Reimbursements (1) | (0.07%) | |||
Total Annual
Fund Operating Expenses
(after fee waivers and expense reimbursements) (1) |
0.82% | |||
(1) |
Systelligence,
LLC (the Adviser), has contractually agreed to waive its management
fee to an annual rate of 0.38% of the average daily net assets of the Fund. Prior
to February 1, 2018, the waiver was to 0.36%. Additionally, after giving effect
to the foregoing fee waiver, the Adviser has contractually agreed to limit the total
expenses of the Fund (exclusive of interest, distribution fees pursuant to Rule
12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend
expense on short sales, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not incurred
in the ordinary course of business) to an annual rate of 0.80% of the average daily
net assets of the Fund. Each waiver and/or reimbursement of an expense by the Adviser
is subject to repayment by the Fund within three years following the date that such
waiver was made or such expense was incurred, provided that the 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 waiver or reimbursement is recouped.
The Adviser may not terminate these contractual arrangements prior to January 31,
2020.
|
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(2) |
Other Expenses
and Total Annual Fund Operating Expenses have been restated to reflect modifications
to the fees provided for under the contractual service arrangements in place with
the Funds administrator.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The effect of the Advisers agreement to waive fees and/or reimburse expenses is only reflected in the first year of each 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 |
Service Class | $84 | $277 | $486 | $1,090 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year ended September 30, 2018, the Funds portfolio turnover rate was 298.25% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its objective by investing, under normal market conditions, in the securities of other unaffiliated investment companies, including open-end funds, exchange-traded funds (ETFs) and closed-end funds (collectively referred to as Underlying Funds). The Fund utilizes a risk-managed strategy (thus, the term RMS in the Funds name), which involves the allocation of invested assets across multiple underlying investments in a manner that attempts to limit fluctuations in annualized returns that would be commensurate to an investor seeking to experience very low volatility as measured by standard deviation. An investments volatility is commonly measured by standard deviation. Standard deviation provides the probable range of anticipated returns based on the performance fluctuations over previous time periods (1-year, 3-year, or 5-year). Investments with the lowest levels of standard deviation would be considered very conservative (less volatile), while investments with higher levels of standard deviation would be considered more growth oriented and aggressive in nature (more volatile). The strategy of this Fund is to keep the level of annualized performance fluctuation within standard deviation parameters that would be suitable for an aggressive growth oriented investor, therefore being the most volatile investment of the funds within the family of funds comprising the E-Valuator Funds. The standard deviation goal for the Fund is to average between 9.5% to 13.5% over a 3-year timeframe or a 5-year timeframe.
The Fund allocates assets across three broad asset classes (money market, bonds, equities) in a manner that provides a high probability of meeting the accepted standard deviation goals. The Fund will generally allocate 1%-15% of its assets into a variety of Underlying Funds
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that focus on investments in fixed income securities ( e.g ., money markets and bonds) that possess varying qualities of credit and duration including high-yield securities (also referred to as junk bonds). The remaining 85%-99% of the Funds assets will generally be allocated to equity securities that have the potential of providing dividends and growth on an annual basis. The equity allocation will be invested in Underlying Funds that invest in U.S. and foreign securities (including emerging markets securities) and that focus on investments without regard to market capitalization (i.e., investments may include securities of issuers that would be considered small, medium and/or large capitalization companies). The Fund identifies an emerging market security based on it being placed in the Diversified Emerging Market equity category by Morningstar, Inc.
Systelligence, LLC (the Adviser) incorporates a Core and Satellite management philosophy with 20% to 80% of a category allocation invested in the Core holdings and the remaining amount investing in the Satellite holding. A category allocation is the amount of assets to be allocated into an investment category. Morningstar, Inc. has created what the Adviser believes to be an industry standard of investment categories, which aide in the recognition of an investments underlying holdings, e.g ., Intermediate Term Bond Category, Short Term Government Bond Category, Domestic Large Cap Stock Category, etc. The Core and Satellite management philosophy is synonymous with Passive Management and Active Management, respectively. The Core component pertains to the portion of the Funds asset allocation that is devoted to passive management. Passive management is considered a form of investment management whereby the allocation mirrors the allocation of a benchmark, or index. The Funds allocation to Core holdings is achieved by investing a portion of the Funds assets in Underlying Funds that attempt to replicate the performance of a common index ( e.g ., S&P 500 ® , Russell 1000, Bloomberg Barclays US Aggregate Bond Index, etc.) (that is, passively managed Underlying Funds). The Funds Satellite component pertains to the portion of the Funds asset allocation that is devoted to active management. Active management is considered a form of investment management whereby the allocation is driven by security selection and trading with an overriding goal of outperforming a stated index, or benchmark. The Funds allocation to Satellite holdings is achieved by investing a portion of the Funds assets in actively managed Underlying Funds. By constructing the Funds portfolio with Core and Satellite holdings, the Adviser is blending two management philosophies in an effort to capture the returns of the market indexes through Core holdings, while also seeking to enhance the overall performance with Satellite holdings, and thus attempting to deliver above average performance.
The Adviser selects the Funds Core holdings by first arriving at an asset allocation across three broad asset classes (money market, bonds, and equities) that the Adviser believes provides the highest probability of meeting the stated volatility goals. Once this broad asset allocation is determined, the second decision is to determine the allocations within each of the aforementioned broad asset classes. For instance, once the allocation percentage into equities has been determined, the next step would be to identify the amount allocated between Foreign and Domestic equities. Once this has been determined, the next decision is to determine the allocation into large companies, medium sized companies, and small companies within each equity sub-group. When the allocation based on company size has been determined, the Adviser will dedicate a portion of that allocation into passive management, i.e. index, also referred to as Core. Likewise, the Adviser will allocate a portion of the allocation into active management, also referred to as Satellite.
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The Adviser allocates the Funds assets with respect to Satellite holdings among the Underlying Funds by utilizing proprietary quantitatively based models in which an Underlying Fund must meet a rigorous performance criteria of outperforming the average of its peer group by a minimum of 10% across multiple timeframes (1 month, 3 months, 6 months, 1 year, 2 years, 3 years, and 5 years) to be considered a potential (or remain as an existing) investment in the Fund. The emphasis of each timeframe in the overriding analysis is determined through a proprietary weighting process that enables the Adviser to place increased emphasis on varying timeframes through a variety of market cycles. The Advisers asset allocation to both the Core and Satellite components of the Fund will generally be rebalanced when an allocation dispersion exceeding +/- 10% is experienced. For instance, if an Underlying Funds allocation of the Funds total assets equals 15%, then the Adviser would rebalance if/when this investments allocation exceeded 16.5% of the Funds total assets (110% x 15% = 16.5%), or if/when this Underlying Funds allocation as a percent of the Funds total assets drops to less than 13.5% (90% x 15% = 13.5%).
Based on technical analysis of economic and market conditions, the Adviser may, from time to time, allocate up to 5% of the Funds net assets to investments in ETFs that are tied to the performance of the broad equity markets as measured by such indices as the S&P 500 ® Index. These ETFs may include leveraged and inverse ETFs, which are used to manage volatility. A long-position in ETFs would reflect the Advisers assessment that the markets are moving in an upward direction. Whereas, an inverse position would reflect an assessment by the Adviser that the markets are generally moving downward. Depending upon the strength of the indicators in the Advisers technical analysis, the Adviser may allocate to ETFs that are leveraged and would thus anticipate a multiple (e.g., 2X) of the performance of the market in either an upward or downward direction. Due to the growth or decline in any allocation to this type of position, the Advisers asset allocation will be rebalanced when an allocation dispersion exceeding +/- 10% is experienced.
The Adviser sells or reduces the Funds position in an Underlying Fund when the Underlying Funds performance begins to lag the average of its respective peer group by 10% or more, and has done so for an average of 3-months or more. These performance tolerance standards are applied to multiple timeframes, i.e ., 1-month, 3-month, 6-month, 1-year, 2-year, 3-year, and 5-year timeframes. These settings are subject to change as market conditions warrant.
The Fund may engage in frequent and active trading within both its Core and Satellite components in order to achieve its investment objective.
The Fund may invest in Underlying Funds that utilize derivatives.
The Fund may, from time to time, focus its investments in a particular industry or sector for the purpose of capitalizing on performance momentum in that industry or sector due to significant changes in market conditions, economic conditions, geopolitical conditions, etc., as well as to reduce downside exposure to significant changes in conditions such as market, economic or geopolitical.
Suitable Investor: A suitable investor for this Fund would be an individual/entity that is tolerant to the daily fluctuations of the stock market (market risk), and is seeking growth.
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Principal Risks
It is important that you closely review and understand the risks of investing in the Fund. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Principal Risks described herein pertain to direct risks of making an investment in the Fund and/or risks of the Underlying Funds.
Market Risk . The prices of securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.
Management Risk . The Fund is subject to management risk as an actively-managed investment portfolio. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Growth Risk . If an Underlying Fund advisers perceptions of a companys growth potential are wrong, the securities purchased by that Underlying Fund (and in turn the Fund) may not perform as expected reducing the Underlying Funds and the Funds return.
Other Investment Company Risk . The Fund will incur higher and duplicative expenses when it invests in Underlying Funds. There is also the risk that the Fund may suffer losses due to the investment practices of the Underlying Funds. When the Fund invests in an underlying mutual fund or ETF, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the ETF or index mutual fund is based and the value of the Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Fund invests in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Fund. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Fund is not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests. The Investment Company Act of 1940 (the 1940 Act) and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Fund is generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
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Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Fund invests in inverse or leveraged ETFs, the value of the Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Fund invests in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Equity Risk . To the extent the Fund invests in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Fund invests in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
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Small- and Mid-Cap Risk . To the extent the Fund invests in Underlying Funds that invest in small- and mid-capitalization companies, the Fund will be subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.
Volatility Risk . Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk . The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk . Underlying Funds in the Funds portfolio may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk . To the extent that Underlying Funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk . To the extent the Fund invests in Underlying Funds that invest in fixed income securities, the Fund will be subject to fixed income securities risks. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
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Interest Rate Risk . The value of the Fund may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . The Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest in Underlying Funds that invest their assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Fund invests in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Fund may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominantly speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an investor may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk . To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk . Underlying Funds in the Funds portfolio may use derivative instruments such as put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, the Underlying Fund, may not be able to close out a position in a futures contract at a time that
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is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses for it and the Fund.
If the Underlying Fund is not successful in employing such instruments in managing its portfolio, its performance will be worse than if it did not invest in such instruments. Successful use by an Underlying fund of options on stock indices, index futures contracts (and options thereon) will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
Underlying Funds in which the Fund invests may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined, any proceeds may have to be invested in bonds with lower interest rates, which can reduce the returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
RIC Qualification Risk . To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Fund must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be
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treated as a RIC, the Funds investments in certain ETFs that invest in or hold physical commodities could cause the Fund to fail the income source component of the RIC requirements. If, in any year, the Fund fails to qualify as a RIC for any reason and does not use a cure provision, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distribution and the amount of distributions.
Passive Investment Risk . The Core portion of the Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Fund does not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Performance History
The performance information shows summary performance information for the Fund in a bar chart and an Average Annual Total Returns table. The information provides some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by showing how the Funds average annual returns compare with the returns of a broad-based securities market index.
The Fund is a successor to a bank-sponsored collective investment fund established pursuant to 12 C.F.R. 9.18, The E-Valuator Aggressive Growth Risk Managed Strategy (i.e., the predecessor fund), which was terminated by its Trustee on May 26, 2016. Prior to its termination the predecessor fund was sub-advised by Intervest International, Inc. (Intervest), an advisory affiliate of the Funds investment adviser where the Funds portfolio manager, Mr. Kevin Miller, is an associated person. The Fund commenced operations on May 26, 2016 on which date the predecessor funds assets were transferred to the Fund. The investment objective, strategy, policies, guidelines and restrictions of the Fund are, in all material respects, the same as those previously applicable to the predecessor fund. However, the predecessor fund was not registered or required to be registered as an investment company under the 1940 Act, and the predecessor fund 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 which, if applicable, may have adversely affected its performance.
The performance presented for periods prior to the commencement of operations on May 26, 2016 is the historic performance of the predecessor fund (net of actual fees and expenses charged to predecessor 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 Fund. If the performance of the predecessor fund were restated to reflect the applicable fees and expenses of each class of shares of the Fund, the performance may have been lower than the performance shown in the bar chart and Average Annual Total Returns table on the following page. For periods following the Funds commencement of operations on May 26, 2016, the performance of each class of shares differs as a result of the different levels of fees and expenses applicable to each class of shares. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
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Updated information on the Funds results can be obtained by visiting www.evaluatorfunds.com or by calling toll-free at 888-507-2798.
During the periods shown in the bar chart, the Funds highest return for a calendar quarter was 8.90% (quarter ending 9/30/2013) and the Funds lowest return for a calendar quarter was -15.85% (quarter ending 12/31/2018).
The following table shows how average annual total returns of the Fund compared to those of the Funds benchmarks.
Average Annual Total Return as of December 31, 2018
The E-Valuator
Aggressive Growth (85%-99%)
RMS Fund - Service Class |
1 Year | 5 Years |
Since
Inception
(February 29, 2012) |
Return Before Taxes | -11.08% | 3.76% | 7.36% |
Return After Taxes on Distributions (1) | -11.78% | 2.66% | 6.47% |
Return After Taxes on Distributions and Sale of Fund Shares (1) | -3.75% | 2.80% | 5.73% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | -4.38% | 8.49% | 9.29% |
(1) After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an
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investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Investment Adviser
Systelligence, LLC, is the investment adviser to the Fund.
Portfolio Manager
Kevin Miller, Chief Executive Officer and Portfolio Manager of the Adviser, has served as a portfolio manager to the Fund since its inception on May 26, 2016.
For important information about purchase and sale of fund shares, tax information and financial intermediary compensation, please turn to the sections entitled Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries.
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Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Funds on days when the New York Stock Exchange (NYSE) is open for regular trading through a financial advisor, by mail (addressed to the appropriate E-Valuator Fund, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235), by wire, or by calling the Funds toll free at 888-507-2798. Purchases and redemptions by telephone are only permitted if you previously established this option on your account. The minimum initial purchase or exchange into a Fund is $10,000 for Service Class shares. Subsequent investments must be in amounts of $100 or more Service Class shares. The Funds may waive minimums for purchases or exchanges through employer-sponsored retirement plans and individual retirement accounts.
Tax Information
Each Funds distributions will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account in which case withdrawals will be taxed.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank), the Funds and their 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 financial intermediary and your sales person to recommend the Funds over another investment. Ask your sales person or visit your financial intermediarys website for more information.
ADDITIONAL INFORMATION ABOUT THE FUNDS INVESTMENTS
The Funds investment objectives are as following:
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The E-Valuator
Very Conservative (0%-15%) RMS (Risk-Managed Strategy) Fund seeks as a primary objective
to provide income and as a secondary objective stability of principal.
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The E-Valuator
Conservative (15%-30%) RMS (Risk-Managed Strategy) Fund seeks to provide income
but will at times seek growth and income within the stated asset allocation range.
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The E-Valuator
Conservative/Moderate (30%-50%) RMS (Risk-Managed Strategy) Fund seeks to provide
both growth of principal and income but will at times focus primarily on providing
income within the stated asset allocation range.
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The E-Valuator
Moderate (50%-70%) RMS (Risk-Managed Strategy) Fund seeks to provide both growth
of principal and income but will at times focus primarily on providing growth of
principal within the stated asset allocation range.
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|
The E-Valuator
Growth (70%-85%) RMS (Risk-Managed Strategy) Fund seeks to provide growth of principal
but will at times seek to provide both growth of principal and income within the
stated asset allocation range.
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||
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The E-Valuator
Aggressive Growth (85%-99%) RMS (Risk-Managed Strategy) Fund seeks to provide growth
of principal within the stated asset allocation range.
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Each Funds investment objective may be changed by the Board of Trustees without shareholder approval upon 60 days written notice to shareholders.
In the remaining portion of this prospectus, each of the above mentioned mutual funds may be referred to generally as a Fund or collectively, as the Funds.
The E-Valuator Funds were designed to provide investors with the ease and efficiency of investing with money managers in an asset allocation that is suitable to the investors particular risk temperament. The Adviser of The E-Valuator Funds determines the selection of the Underlying Funds and the asset allocations. The Adviser makes adjustments to the Underlying Funds and asset allocations based on market conditions and performance standards. In addition to the aforementioned asset allocation and management services, the allocations inside each of The E-Valuator Funds are continually monitored and generally rebalanced back to the original allocation whenever a Fund experiences more than a 10% dispersion from the original allocation. Rebalancing is an industry accepted practice of forcing the asset management team to lock-in gains from stronger performing holdings, while re-investing those gains into holdings that have been out of favor with current market conditions. Rebalancing inside The E-Valuator Funds generally occurs whenever the actual balance of an Underlying Fund expressed as a percentage of the total assets differs (either above or below) from the asset allocation percentage by more than 10%. For instance, if an E-Valuator Fund has a 15% allocation to Intermediate Term Bonds (the sector), and the actual balance of the Intermediate Term Bond sector expressed as a percentage of the Funds total assets is 18%, a rebalancing would be signaled because 18% exceeds the asset allocation of 15% by more than 10%. A liquidation of the 3% excess amount (18% - 15% = 3%) would be automatically executed and re-invested into the other holdings bringing the Funds account balances back in alignment with the original asset allocation percentages. It is common for rebalancing to be considered a methodology for increasing performance while minimizing volatility.
ADDITIONAL INFORMATION ABOUT RISK
It is important that you closely review and understand the risks of investing in the Fund. References herein to the Fund are to any one of the Funds generally. The Funds net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are some of the specific risks of investing in the Fund. Insofar as a Fund invests in Underlying Funds, it may be directly subject to the risks described in this section of the prospectus.
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All Funds .
Management Risk . The Funds are subject to management risk as actively-managed investment portfolios. The Advisers investment approach may fail to produce the intended results. If the Advisers perception of an Underlying Funds value is not realized in the expected time frame, the Funds overall performance may suffer.
Other Investment Company Risk . The Funds will incur higher and duplicative expenses when they invest in Underlying Funds. There is also the risk that the Funds may suffer losses due to the investment practices of the Underlying Funds. When the Funds invest in an underlying mutual fund or ETF, the Funds will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the underlying fund or index on which the ETF or index mutual fund is based and the value of a Funds investments will fluctuate in response to the performance and risks of the underlying investments or index. Since the Funds invest in other investment companies that invest in equity securities, risks associated with investments in other investment companies will include stock market risk. In addition to the brokerage costs associated with the funds purchase and sale of the underlying securities, ETFs and mutual funds incur fees that are separate from those of the Funds. As a result, the Funds shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs and mutual funds, in addition to Fund expenses. Because the Funds are not required to hold shares of Underlying Funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the Underlying Funds. 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. The Funds have no control over the investments and related risks taken by the underlying funds in which it invests. The 1940 Act and the rules and regulations adopted under that statute impose conditions on investment companies which invest in other investment companies, and as a result, the Funds are generally restricted on the amount of shares of another investment company to shares amounting to no more than 3% of the outstanding voting shares of such other investment company.
Closed-End Fund Risk . Closed-end funds may utilize more leverage than other types of investment companies. They can utilize leverage by issuing preferred stocks or debt securities to raise additional capital which can, in turn, be used to buy more securities and leverage its portfolio. Closed-end fund shares may also trade at a discount to their net asset value.
Exchange-Traded Fund Risk . In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to traditional mutual funds: (i) an ETFs shares may trade at a market price that is above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Inverse and Leveraged ETF Risks . To the extent that the Funds invest in inverse or leveraged ETFs, the value of a Funds investment will decrease when the index underlying the ETFs benchmark rises, a result that is the opposite from traditional equity or bond funds. The net asset value and market price of leveraged or inverse ETFs are usually more
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volatile than the value of the tracked index or of other ETFs that do not use leverage. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered aggressive, including the use of derivative transactions and short selling techniques. Most inverse and leveraged ETFs are designed to achieve their stated objectives on a daily basis. Their performance over long periods of time can differ significantly from the performance or inverse of the performance of the underlying index during the same period of time. This effect can be magnified in volatile markets.
Index Management Risk . To the extent the Funds invest in an Underlying Fund that is intended to track a target index, it is subject to the risk that the Underlying Fund may track its target index less closely. For example, an adviser to the Underlying Fund may select securities that are not fully representative of the index, and the Underlying Funds transaction expenses, and the size and timing of its cash flows, may result in the Underlying Funds performance being different than that of its index. Additionally, the Underlying Fund will generally reflect the performance of its target index even when the index does not perform well.
Market Risk . The prices of securities held by the Funds may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the Funds; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. The growth-oriented equity securities purchased by the Funds may involve large price swings and potential for loss. Investors in the Funds should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Equity Risk . To the extent the Funds invest in Underlying Funds that invest in equity securities, it is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of an Underlying Funds equity securities may fluctuate drastically 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.
Dividend-Paying Securities Risk . To the extent the Funds invest in Underlying Funds that invest in dividend-paying securities it will be subject to certain risks. The company issuing such securities may fail and have to decrease or eliminate its dividend. In such an event, an Underlying Fund, and in turn the Fund, may not only lose the dividend payout but the stock price of the company may fall.
Small- and Mid-Cap Risk. To the extent the Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in small- and mid-cap companies, the Funds will be subject to additional risks. These include: (1) the earnings and prospects of smaller companies are more volatile than larger companies; (2) smaller companies may experience higher failure rates than do larger companies; (3) the trading volume of securities of smaller companies is normally less than that of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies; and (4) smaller companies may have limited markets, product lines or financial resources and may lack management experience.
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Volatility Risk. Equity securities tend to be more volatile than other investment choices. The value of an individual Underlying Fund can be more volatile than the market as a whole. This volatility affects the value of the Funds shares.
Portfolio Turnover Risk. The Funds investment strategy involves active trading and will result in a high portfolio turnover rate. A high portfolio turnover can result in correspondingly greater brokerage commission expenses. A high portfolio turnover may result in the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect performance.
Foreign Securities Risk. To the extent the Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in foreign securities, they may be subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility.
Emerging Markets Securities Risk. To the extent that Funds (other than The E-Valuator Very Conservative (0%-15%) RMS Fund) invest in Underlying Funds that invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies.
Fixed Income Securities Risk. While fixed income securities normally fluctuate less in price than stocks, there have been extended periods of increases in interest rates that have caused significant declines in fixed income securities prices. The values of fixed income securities may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the credit rating of a security, the higher the degree of risk as to the payment of interest and return of principal.
Credit Risk . The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation.
Change in Rating Risk . If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return.
Interest Rate Risk . The value of the Funds may fluctuate based upon changes in interest rates and market conditions. As interest rates increase, the value of the Funds income-producing investments may go down. For example, bonds tend to decrease in value when interest rates rise. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price movements as a result of interest rate changes than debt obligations with shorter maturities.
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Duration Risk . Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.
Prepayment Risk . Certain types of fixed income securities such as mortgage- and asset-backed securities are subject to fluctuations in yield due to prepayment rates that may be faster or slower than expected.
Income Risk . The Funds income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest its assets in lower-yielding securities. Because interest rates vary, it is impossible to predict the income or yield of the Fund for any particular period.
High-Yield Securities (Junk Bond) Risk . To the extent that the Funds invest in Underlying Funds that invest in high-yield securities and unrated securities of similar credit quality (commonly known as junk bonds), the Funds may be subject to greater levels of interest rate and credit risk than funds that do not invest in such securities. Junk bonds are considered predominately speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Funds ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment, which will affect the Funds return.
Industry or Sector Focus Risk. To the extent the Underlying Funds in which the Fund invests focus their investments in a particular industry or sector, the Funds shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. One reason for dedicating assets to a specific industry or sector is to capitalize on performance momentum due to significant changes in market conditions, economic conditions, geopolitical conditions, etc. Another reason for dedicating assets to a specific industry or sector would be to reduce downside exposure due to a significant change in market conditions, economic conditions, geopolitical conditions, etc.
Derivatives Risk. The Underlying Funds in the Funds portfolio, may utilize derivatives, such as futures contracts, put and call options on stocks and stock indices, and index futures contracts and options thereon. There is no guarantee such strategies will work. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Other risks of investments in derivatives include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that offset gains in portfolio positions; and risks that the derivative transactions may not be liquid.
While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a result, an Underlying Fund, may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Underlying Funds initial investment in such contracts. The Underlying Funds use of derivatives may magnify losses.
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If the Underlying Funds are not successful in employing such instruments in managing its portfolio, the Funds performance will be worse than if it did not invest in Underlying Funds employing such strategies. Successful use by an Underlying Fund of derivatives will be subject to its ability to correctly predict movements in the direction of the securities generally or of a particular market segment. In addition, Underlying Funds will pay commissions and other costs in connection with such investments, which may increase the Funds expenses and reduce the return. In utilizing certain derivatives, an Underlying Funds losses are potentially unlimited. Derivative instruments may also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses.
With respect to fixed income securities, an Underlying Fund may use derivatives to seek to manage the risks described below.
Interest rate risk . This is the risk that the market value of bonds owned by the Underlying Funds will fluctuate as interest rates go up and down.
Yield curve risk . This is the risk that there is an adverse shift in market interest rates of fixed income investments held by the Underlying Funds. The risk is associated with either flattening or steepening of the yield curve, which is a result of changing yields among comparable bonds with different maturities. If the yield curve flattens, then the yield spread between long-and short-term interest rates narrows and the price of a bond will change. If the curve steepens, then the spread between the long- and short-term interest rates increases which means long-term bond prices decrease relative to short-term bond prices.
Prepayment risk . This is the risk that the issuers of bonds owned by the Underlying Funds will prepay them at a time when interest rates have declined. Because interest rates have declined, the Underlying Funds may have to reinvest the proceeds in bonds with lower interest rates, which can reduce the Underlying Funds and the Funds returns.
Liquidity risk . This is the risk that assets held by the Underlying Funds may not be liquid.
Credit risk . This is the risk that an issuer of a bond held by the Underlying Funds may default.
Market risk . This is the risk that the value of a security or portfolio of securities will change in value due to a change in general market sentiment or market expectations.
Inflation risk . This is the risk that the value of assets or income will decrease as inflation shrinks the purchasing power of a particular currency.
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RIC Qualification Risk. To qualify for treatment as a RIC under the Internal Revenue Code of 1986, the Funds must meet certain income source, asset diversification and annual distribution requirements. Among other means of not satisfying the qualifications to be treated as a RIC, the Funds investments in ETFs that invest in physical commodities may make it more difficult for the Funds to meet these requirements. If, in any year, a Fund fails to qualify as a RIC for any reason, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce a Funds net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on the Funds and their shareholders. In such case, distributions to shareholders generally would be eligible (i) for treatment as qualified dividend income in the case of individual shareholders, and (ii) for the dividends-received deduction in the case of corporate shareholders, provided certain holding period requirements are satisfied. In such circumstances, the Funds could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC that is accorded special treatment.
Passive Investment Risk . The Core portion of each Funds investment philosophy is devoted to passive management. As such, it invests in securities that are representative of a certain benchmark or index regardless of investment merit. The Funds do not attempt to outperform its benchmark or index or take defensive positions in declining markets. As a result, the Funds performance may be adversely affected by a general decline in the market segments relating to its benchmark or index.
Temporary Investments. To respond to adverse market, economic, political or other conditions, the Funds may invest up to 100% of their total assets, without limitation, in high-quality short-term debt securities. These short-term debt securities include: treasury bills, commercial paper, certificates of deposit, bankers acceptances, U.S. Government securities and repurchase agreements. While the Funds are in a defensive position, the opportunity to achieve their respective investment objectives will be limited. The Funds may also invest a substantial portion of their respective assets in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies. When the Funds take such a position, they may not achieve their investment objectives.
MANAGEMENT
The Investment Adviser . Systelligence, LLC (the Adviser), 7760 France Avenue South, Ste. 620, Bloomington, MN, 55435, serves as investment adviser to each Fund. The Adviser is controlled by Kevin Miller. Mr. Collin John Miller owns 25% of the Adviser and the remaining ownership is held by Mr. Tyler Jordan Miller and Mr. Jacob Robert Miller, who are each related to Mr. Kevin Miller. Subject to the authority of the Board of Trustees, the Adviser is responsible for management of the Funds investment portfolios. The Adviser is responsible for selecting each Funds investments according to the Funds investment objective, policies and restrictions. The Adviser was established in May 2016. As of the date of this prospectus, the Adviser manages only The E-Valuator Funds. As of December 31, 2018, the Adviser had approximately $550 million in assets under management.
The Adviser also furnishes each Fund with office space and certain administrative services. For its services, the Adviser is entitled to receive an annual management fee calculated daily and payable monthly, as a percentage of each Funds average daily net assets at the rate of 0.45%. For the fiscal year ended September 30, 2018, the Adviser received investment
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advisory fees from The E-Valuator Very Conservative (0%-15%) RMS Fund, The E-Valuator Conservative (15%-30%) RMS Fund, The E-Valuator Conservative/Moderate (30%-50%) RMS Fund, The E-Valuator Moderate (50%-70%) RMS Fund, The E-Valuator Growth (70%-85%) RMS Fund, and The E-Valuator Aggressive Growth (85%-99%) RMS Fund at the annual rate of 0.38%, respectively, of each Funds average daily net assets.
The Adviser has contractually agreed to waive its management fee with respect to each Fund to an annual rate of 0.38% of the average daily net assets of the Fund. Prior to February 1, 2018, this waiver was to 0.36%. Additionally, after giving effect to the foregoing fee waiver, the Adviser has contractually agreed to limit the total expenses of each of the Funds (exclusive of interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expense on short sales, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of business) to an annual rate of 0.80% of the average daily net assets of each Fund. Each waiver and/or reimbursement of an expense by the Adviser is subject to repayment by each Fund within three years following the date that such waiver was made or such expense was incurred, provided that the particular 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 waiver or reimbursement is recouped. The Adviser may not terminate these contractual arrangements prior to January 31, 2020 except pursuant to mutual consent between the Board of Trustees and the Adviser or in the event that the advisory agreement is terminated.
A discussion regarding the basis for the initial approval by the Board of Trustees of the investment advisory agreement for the Funds is available in the Funds semi-annual report for the period ended March 31, 2018 and discussion regarding the basis for the most recent annual approval by the Board of Trustees of the investment advisory agreement for the Funds will be available in the Funds semi-annual report for the period ending March 31, 2019.
The Portfolio Manager
The Funds are managed on a day-to-day basis by Kevin Miller.
Mr. Miller created and began managing risk managed strategies for individual and corporate clients in 1997. His philosophy is grounded on the ability to maintain an independent perspective. Asset allocations of each Risk Managed Strategy are focused on the prudent, industry accepted standards toward volatility that is suitable to investors of varying risk temperaments. In 2012, Kevin successfully launched a series of Risk Managed collective investment funds that provided investment management services to thousands of investors and had over $500 million in assets. As the representative of the sub-advisor to the collective investment funds that were the predecessor funds to the Funds, Mr. Miller practiced the concept of selecting managers that have below average expense ratios, with below average volatility, and consistently above average returns relative to the average of their respective peers (per Morningstar, Inc.) and is the recipe to Mr. Millers success.
Prior to the creation of the predecessor funds to the Funds, and since their launch, Mr. Miller has been working with clients (individuals and corporations) as an investment advisor representative of Intervest International, Inc. since February 2006 assisting with the proper
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selection of money managers and asset allocation in a suitable manner to each clients risk temperament. Prior to this, Mr. Miller was a registered representative with Intervest International Equities Corp. since November 1986.
The Funds Statement of Additional Information (SAI) provides additional information about each portfolio managers compensation, other accounts managed by the portfolio managers, and the portfolio managers ownership in the Funds.
The Trust
The Funds are each series of the World Funds Trust, an open-end management investment company organized as a Delaware statutory trust on April 9, 2007. 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.
Shareholder Services Plan
Each of the Funds has adopted a shareholder services plan with respect to its Service Class shares. Under a shareholder services plan, each of the Funds may pay an authorized firm up to 0.15% 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, including but not limited to: (i) arranging for bank wires; (ii) responding to inquiries from shareholder concerning their investment in the Funds; (iii) assisting shareholders in changing dividend options, account designations and addresses; (iv) providing information periodically to shareholders showing their position in shares; (v) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (vi) processing purchase, exchange and redemption requests from shareholder and placing orders with the Funds or their service providers; (vii) providing sub-accounting with respect to shares beneficially owned by shareholders; and (viii) processing dividend payments from the Funds on behalf of shareholders.
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.
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.
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Other Expenses
In addition to the investment advisory fees, the Funds pay all expenses not assumed by the Adviser, 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.
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 Securities and Exchange Commission (the SEC).
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 Funds principal underwriter (the Distributor) to sell shares of the Funds (collectively, Financial Intermediaries). You may also purchase shares directly from the Distributor. You may request a copy of this prospectus by calling the Funds toll free at 888-507-2798. Financial Intermediaries 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 net asset value next determined upon receipt by the Transfer Agent or financial intermediary. The Funds 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 intermediaries to receive purchase and redemption orders on the Funds behalf.
Certain Financial Intermediaries may have agreements with the Funds that allow them 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.
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 for Service Class shares is $10,000. Subsequent investments must be in amounts of $100 or more. The Trust may waive the minimum initial investment requirement for purchases made by directors, officers
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and employees of the Trust. The Trust may also waive the minimum investment requirement for purchases by its affiliated entities and certain related advisory accounts and retirement accounts (such as IRAs). The Trust may also change or waive policies concerning minimum investment amounts at any time. The Trust retains the right to refuse to accept an order.
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:
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Name; | ||
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Date of birth (for individuals); | ||
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Residential or business street address (although post office boxes are still permitted for mailing); and | ||
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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 net asset value or NAV next calculated after the account is closed.
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 Transfer Agent), each Funds transfer and dividend disbursing agent, at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 together with your check payable to the respective Fund. When you buy shares, be sure to specify the Fund and 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 Funds toll free at 888-507-2798 or the Transfer Agent at (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.
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Purchases by Telephone . You may also purchase shares by telephone, by contacting the Funds toll free at 888-507-2798 or the Transfer Agent at (800) 628-4077.
Other Purchase Information . You may purchase and redeem Fund shares, or exchange shares of the Funds for those of another, by contacting any broker authorized by the Distributor to sell shares of the Funds, by contacting the Funds toll free at 888-507-2798 or by contacting the Transfer Agent, at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 or by telephoning (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
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 form. 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 form. 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.
The Funds typically expect to meet redemption requests through cash holdings or cash equivalents and anticipates using these types of holdings on a regular basis. 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, the Funds will meet redemption requests by either (i) rebalancing their overweight securities or (ii) selling portfolio assets. In addition, if the Fund determine that it would be detrimental to the best interest of the Funds remaining shareholders to make payment in cash, the Funds 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 Fund 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 Funds determine 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 Funds receive a completed account application for the account to permit the Funds 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: the name of the Fund, Attn: Redemptions, 8730 Stony Point Parkway, Suite 205, Richmond, VA 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 Funds. You can obtain a signature guarantee from most banks or securities dealers, but not from a Notary Public. Please call the Transfer Agent at (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 at (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, Fund name, Fund 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 expect 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, the 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. In addition to paying redemption proceeds in cash, the Funds reserve the right to make payment for a redemption in securities rather than cash, which is known as a redemption in kind. While the Funds do not intend, under normal circumstances, to redeem their 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 a 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 a Fund, either through the distribution of selected individual portfolio securities or a pro-rata distribution of all portfolio securities held by the Fund. Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing a Funds net asset value 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 period, the lesser of (a) $250,000 or (b) 1% of the
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Funds net assets at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at a Funds election. The Funds methods of satisfying shareholder redemption requests will normally be used during both regular and stressed market conditions.
GENERAL INFORMATION
Signature Guarantees . To help protect you and the Funds from fraud, signature guarantees are required for: (1) all redemptions ordered by mail if you require that the check be made payable to another person or that the check be mailed to an address other than the one indicated on the account registration; (2) all requests to transfer the registration of shares to another owner; and (3) all authorizations to establish or change telephone redemption service, other than through your initial account application. Signature guarantees may be required for certain other reasons. For example, a signature guarantee may be required if you sell a large number of shares or if your address of record on the account has been changed within the last thirty (30) days.
In the case of redemption by mail, signature guarantees must appear on either: (1) the written request for redemption; or (2) a separate instrument of assignment (usually referred to as a stock power) specifying the total number of shares being redeemed. The Trust may waive these requirements in certain instances.
An original signature guarantee assures that a signature is genuine so that you are protected from unauthorized account transactions. Notarization is not an acceptable substitute. Acceptable guarantors only include participants in the Securities Transfer Agents Medallion Program (STAMP2000). Participants in STAMP2000 may include financial institutions such as banks, savings and loan associations, trust companies, credit unions, broker-dealers and member firms of a national securities exchange.
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 Funds.
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 the minimum balance after 60 days, the Funds may close your account and send you the proceeds. The Funds 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 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 and Taxes below.
In the event that a shareholders account falls below the stated minimums below due to market fluctuation, the Funds will not redeem the account. You should note that should a voluntary redemption occur with regards to a non-retirement account, such redemption would be subject to taxation. Please refer to the section entitled Dividends, Distributions and Taxes below.
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Automatic Investment Plan . Existing shareholders, who wish to make regular monthly investments in amounts of $100 or more, may do so through the Automatic Investment Plan. Under the Automatic Investment Plan, your designated bank or other financial institution debits a pre-authorized amount from your account on or about the 15th day of each month and applies the amount to the purchase of Fund shares. To use this service, you must authorize the transfer of funds by completing the Automatic Investment Plan section of the account application and sending a blank voided check.
Exchange Privilege . To the extent that the Adviser manages other funds in the Trust, you may exchange all or a portion of your shares in the Funds for shares of the same class of certain other funds of the Trust managed by the Adviser having different investment objectives, provided that the shares of the fund you are exchanging into are registered for sale in your state of residence. An exchange is treated as a redemption and purchase and may result in realization of a taxable gain or loss on the transaction. You wont pay a deferred sales charge on an exchange; however, when you sell the shares you acquire in an exchange, you will pay a deferred sales charge based on the date you bought the original shares you exchanged. As of the date of this Prospectus, the Adviser manages 6 funds in the Trust.
Frequent purchases and redemptions (Frequent Trading) (as discussed below) can adversely impact Fund performance and shareholders. Therefore, the Trust reserves the right to temporarily or permanently modify or terminate the Exchange Privilege. The Trust also reserves the right to refuse exchange requests by any person or group if, in the Trusts judgment, the Funds would be unable to invest the money effectively in accordance with their investment objective and policies, or would otherwise potentially be adversely affected. The Trust further reserves the right to restrict or refuse an exchange request if the Trust has received or anticipates simultaneous orders affecting significant portions of the Funds assets or detects a pattern of exchange requests that coincides with a market timing strategy. Although the Trust will attempt to give you prior notice when reasonable to do so, the Trust may modify or terminate the Exchange Privilege at any time.
How to Transfer Shares . If you wish to transfer shares to another owner, send a written request to the Transfer Agent at 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235. Your request should include: (i) the name of the Fund and existing account registration; (ii) signature(s) of the registered owner(s); (iii) the new account registration, address, taxpayer identification number and how dividends and capital gains are to be distributed; (iv) any stock certificates which have been issued for the shares being transferred; (v) signature guarantees (See Signature Guarantees); and (vi) any additional documents which are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call the Transfer Agent at (800) 628-4077.
Account Statements and Shareholder Reports . Each time you purchase, redeem or transfer shares of the Funds, you will receive a written confirmation. You will also receive a year-end statement of your account if any dividends or capital gains have been distributed, and an annual and a semi-annual report.
Shareholder Communications . The Funds may eliminate duplicate mailings of portfolio materials to shareholders who reside at the same address, unless instructed to the
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contrary. Investors may request that the Funds send these documents to each shareholder individually by calling the Funds toll free at 888-507-2798.
General . The Funds will not be responsible for any losses 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Capital Gain Distributions . Dividends from net investment income, if any, are declared and paid annually for the Funds. The Funds intend to distribute annually any net capital gains.
Dividends and distributions will automatically be reinvested in additional shares of the applicable Funds, unless you elect to have the distributions paid to you in cash. There are no sales charges or transaction fees for reinvested dividends and all shares will be purchased at NAV. Shareholders will be subject to tax on all dividends and distributions whether paid to them in cash or reinvested in shares. If the investment in shares is made within an IRA, all dividends and capital gain distributions must be reinvested.
Unless you are investing through a tax deferred retirement account, such as an IRA, it is not to your advantage to buy shares of the Funds shortly before the next distribution, because doing so can cost you money in taxes. This is known as buying a dividend. To avoid buying a dividend, check the Funds distribution schedule before you invest.
Taxes . In general, the Funds distributions are taxable to you as ordinary income, qualified dividend income, or capital gain. This is true whether you reinvest your distributions in additional shares of the Fund or receive them in cash. Any long-term capital gain the Funds distribute are taxable to you as long-term capital gains no matter how long you have owned your shares. Other Fund distributions (including distributions attributable to short-term capital gain of the Funds) will generally be taxable to you as ordinary income, except that distributions that are designated as qualified dividend income will be taxable at the rates applicable to long-term capital gain. Every January, you will receive a Form 1099 that shows the tax status of distributions you received for the previous year. Distributions declared in December but paid in January are taxable as if they were paid in December. The one major exception to these tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-deferred retirement account) will not be currently taxable.
When you sell shares of the Funds, you will generally have a capital gain or loss. For tax purposes, an exchange of your shares of the Funds for shares of a different fund of the Trust is the same as a sale. The individual tax rate on any gain from the sale or exchange of your shares depends on how long you have held your shares.
Fund distributions and gains from the sale or exchange of your shares will generally be subject to state and local income tax. Non-U.S. investors may be subject to U.S. withholding and estate tax. You should consult with your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
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By law, the Funds must withhold 24% of your taxable distributions and proceeds if you do not provide your correct taxpayer identification number (TIN) or fail to certify that your TIN is correct and that you are a U.S. person, or if the Internal Revenue Service (the IRS) has notified you that you are subject to backup withholding and instructs the Funds to do so.
Cost Basis Reporting . 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.
The Funds have chosen average cost as the 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 net asset values, and the entire position is not sold at one time. The Funds have chosen average cost as its standing (default) tax lot identification method for all shareholders. 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, 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.
NET ASSET VALUE
Each Funds share price, called the NAV per share, is determined as of the close of trading on the NYSE (generally, 4:00 p.m. Eastern time) on each business day that the NYSE is open (the Valuation Time). As of the date of this prospectus, the Funds have been informed that the NYSE observes the following holidays: New Years Day, Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. NAV per share is computed by adding the total value of a Funds investments and other assets attributable to the Funds Service Class shares, subtracting any liabilities attributable to the applicable class and then dividing by the total number of the applicable classes shares outstanding. Due to the fact that different expenses may be charged against shares of different classes of a Fund, the NAV of the different classes may vary. Because the Funds may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the Funds do not price their shares, the value of the securities held in the Funds may change on days when you will not be able to purchase or redeem Fund shares.
Shares of the Funds are bought or exchanged at the public offering price per share next determined after a request has been received in proper form. The public offering price of a
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Funds shares is equal to the NAV plus the applicable front-end sales charge, if any. Shares of the Funds held by you are sold or exchanged at the NAV per share next determined after a request has been received in proper form, less any applicable deferred sales charge. Any request received in proper form before the Valuation Time, will be processed the same business day. Any request received in proper form after the Valuation Time, will be processed the next business day.
Each Funds securities are valued at current market prices. Investments in securities traded on national securities exchanges are valued at the last reported sale price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Other securities traded in the over-the-counter market and listed securities for which no sales are reported on a given date are valued at the last reported bid price. Debt securities are valued by appraising them at prices supplied by a pricing agent approved by the Trust, which prices may reflect broker-dealer supplied valuations and electronic data processing techniques. Short-term debt securities (less than 60 days to maturity) are valued at their fair market value using amortized cost. Other assets for which market prices are not readily available are valued at their fair value as determined in good faith by the administrator, in consultation with the Adviser, under procedures set by the Board. Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times before the scheduled close of the NYSE. The value of these securities used in computing the NAV is determined as of such times.
The Trust has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Funds when market prices are unavailable as well as under special circumstances, such as: (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security; and (ii) when an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security. Since most of the Funds investments are traded on U.S. securities exchanges, it is anticipated that the use of fair value pricing will be limited.
When the Trust uses fair value pricing to determine the NAV per share of the Funds, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Board believes accurately reflects fair value. Any method used will be approved by the Board and results will be monitored to evaluate accuracy. The Trusts policy is intended to result in a calculation of a Funds NAV that fairly reflects security values as of the time of pricing.
SHARE CLASS ALTERNATIVES
The Funds offer investors one class of shares through this prospectus. The Funds offer R4 Class shares through another prospectus which may be obtained by calling 888-507-2798. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and may have different share prices and minimum investment requirements. When you buy shares be sure to specify the class of shares in which you choose to invest. Because each share class has a different combination of sales charges, expenses and other features, you should consult your financial adviser to determine which class best meets your financial objectives.
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Service Class Shares
Service Class shares are offered with no front-end or contingent deferred sales charge and are subject to a 0.15% Shareholder Services fee.
FREQUENT PURCHASES AND REDEMPTIONS
Frequent purchases and redemptions (Frequent Trading) of shares of the Funds may present a number of risks to other shareholders of the Funds. These risks may include, among other things, dilution in the value of shares of the Funds held by long-term shareholders, interference with the efficient management by the Adviser of the Funds portfolio holdings, and increased brokerage and administration costs. Due to the potential of an overall adverse market, economic, political, or other conditions affecting the sale price of portfolio securities, the Fund 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 portfolio 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. These capital gains could include short-term capital gains taxed at ordinary income tax rates.
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 if, as a result of this monitoring, the Funds believe that a shareholder has engaged in frequent trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholders accounts. 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. To minimize harm to the Funds and their shareholders, 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, subject to certain permissible exceptions as described above, the Funds will not accommodate abusive Frequent Trading. 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
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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 Adviser 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.
DISTRIBUTION ARRANGEMENTS
The Funds are offered through financial supermarkets, investment advisers and consultants, financial planners, brokers, dealers and other investment professionals, and directly through the Distributor. Investment professionals who offer shares may request fees from their individual clients. If you invest through a third party, the policies and fees may be different than those described in this prospectus. For example, third parties may charge transaction fees or set different minimum investment amounts. If you purchase your shares through a broker-dealer, the broker-dealer firm is entitled to receive a percentage of the sales charge you pay in order to purchase Fund shares.
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FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the Funds financial performance for the periods presented. Certain information reflects financial results for a single Share. The total returns in the tables represent the rate that an investor would have earned [or lost] on an investment in Service Class shares of the Funds (assuming reinvestment of all dividends and distributions). The financial highlights below reflect the Service Class previous name the Institutional Class Share. The Board of Trustees of the World Funds Trust approved the change in name of the Institutional Class Share to the Service Class Share effective March 27, 2017. The financial highlights for the periods presented have been audited by Cohen & Company, Ltd., the Funds 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 are incorporated by reference into the SAI. Copies of the Annual Report and the SAI may be obtained at no charge by calling 1-800-673-0550.
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THE E-VALUATOR VERY CONSERVATIVE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 10.55 | $ | 10.15 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.29 | 0.22 | 0.03 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
0.01 | 0.26 | 0.12 | |||||||||
Total from investment activities |
0.30 | 0.48 | 0.15 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.26 | ) | (0.07 | ) | | |||||||
Net realized gain |
(0.08 | ) | (0.01 | ) | | |||||||
Total distributions |
(0.34 | ) | (0.08 | ) | | |||||||
Net asset value, end of period | $ | 10.51 | $ | 10.55 | $ | 10.15 | ||||||
Total Return | 2.84% | 4.73% | 1.50% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.90% | 0.89% | 0.84% | ** | ||||||||
Expenses net of fee waiver |
0.80% | 0.80% | 0.68% | ** | ||||||||
Net investment income (loss) (C) |
2.78% | 2.14% | 0.94% | ** | ||||||||
Portfolio turnover rate | 389.21% | 189.64% | 12.66% | *** | ||||||||
Net assets, end of period (000s) | $ | 10,420 | $ | 11,693 | $ | 8,834 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
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THE E-VALUATOR CONSERVATIVE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 10.84 | $ | 10.25 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.29 | 0.25 | 0.05 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
0.30 | 0.45 | 0.20 | |||||||||
Total from investment activities |
0.59 | 0.70 | 0.25 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.30 | ) | (0.09 | ) | | |||||||
Net realized gain |
(0.22 | ) | (0.02 | ) | | |||||||
Total distributions |
(0.52 | ) | (0.11 | ) | | |||||||
Net asset value, end of period | $ | 10.91 | $ | 10.84 | $ | 10.25 | ||||||
Total Return | 5.57% | 6.83% | 2.50% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.71% | 0.73% | 0.80% | ** | ||||||||
Expenses net of fee waiver |
0.64% | 0.64% | 0.64% | ** | ||||||||
Net investment income (loss) (C) |
2.68% | 2.37% | 1.54% | ** | ||||||||
Portfolio turnover rate | 321.58% | 142.99% | 10.57% | *** | ||||||||
Net assets, end of period (000s) | $ | 47,832 | $ | 44,436 | $ | 23,476 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
96
THE E-VALUATOR CONSERVATIVE/MODERATE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.01 | $ | 10.28 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.15 | 0.29 | 0.08 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
0.25 | 0.58 | 0.20 | |||||||||
Total from investment activities |
0.40 | 0.87 | 0.28 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.38 | ) | (0.11 | ) | | |||||||
Net realized gain |
(0.42 | ) | (0.03 | ) | | |||||||
Total distributions |
(0.80 | ) | (0.14 | ) | | |||||||
Net asset value, end of period | $ | 10.61 | $ | 11.01 | $ | 10.28 | ||||||
Total Return | 3.66% | 8.64% | 2.80% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.81% | 0.87% | 0.88% | ** | ||||||||
Expenses net of fee waiver |
0.73% | 0.80% | 0.72% | ** | ||||||||
Net investment income (loss) (C) |
1.43% | 2.74% | 2.17% | ** | ||||||||
Portfolio turnover rate | 236.79% | 158.01% | 2.07% | *** | ||||||||
Net assets, end of period (000s) | $ | 12,684 | $ | 14,291 | $ | 5,764 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
97
THE E-VALUATOR MODERATE RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.52 | $ | 10.37 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.20 | 0.20 | 0.07 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
0.86 | 1.05 | 0.30 | |||||||||
Total from investment activities |
1.06 | 1.25 | 0.37 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.22 | ) | (0.08 | ) | | |||||||
Net realized gain |
(0.61 | ) | (0.02 | ) | | |||||||
Total distributions |
(0.83 | ) | (0.10 | ) | | |||||||
Net asset value, end of period | $ | 11.75 | $ | 11.52 | $ | 10.37 | ||||||
Total Return | 9.61% | 12.15% | 3.70% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.67% | 0.68% | 0.78% | ** | ||||||||
Expenses net of fee waiver |
0.59% | 0.59% | 0.62% | ** | ||||||||
Net investment income (loss) (C) |
1.75% | 1.88% | 1.99% | ** | ||||||||
Portfolio turnover rate | 302.71% | 137.57% | 12.39% | *** | ||||||||
Net assets, end of period (000s) | $ | 151,866 | $ | 133,156 | $ | 56,321 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
98
THE E-VALUATOR GROWTH RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 11.90 | $ | 10.44 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.16 | 0.16 | 0.06 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
1.08 | 1.38 | 0.38 | |||||||||
Total from investment activities |
1.24 | 1.54 | 0.44 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.20 | ) | (0.06 | ) | | |||||||
Net realized gain |
(0.99 | ) | (0.02 | ) | | |||||||
Total distributions |
(1.19 | ) | (0.08 | ) | | |||||||
Net asset value, end of period | $ | 11.95 | $ | 11.90 | $ | 10.44 | ||||||
Total Return | 11.02% | 14.89% | 4.40% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.66% | 0.68% | 0.78% | ** | ||||||||
Expenses net of fee waiver |
0.58% | 0.59% | 0.62% | ** | ||||||||
Net investment income (loss) (C) |
1.34% | 1.49% | 1.74% | ** | ||||||||
Portfolio turnover rate | 285.36% | 125.32% | 14.33% | *** | ||||||||
Net assets, end of period (000s) | $ | 226,003 | $ | 193,831 | $ | 84,635 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
99
THE E-VALUATOR AGGRESSIVE GROWTH RMS FUND |
FINANCIAL HIGHLIGHTS |
SELECTED PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD |
Service Class Shares (D) | ||||||||||||
For the year ended | ||||||||||||
September 30, | For the period | |||||||||||
May 26, 2016* to | ||||||||||||
2018 | 2017 | September 30, 2016 | ||||||||||
Net asset value, beginning of period | $ | 12.12 | $ | 10.48 | $ | 10.00 | ||||||
Investment activities | ||||||||||||
Net investment income (loss) (A) |
0.11 | 0.12 | 0.05 | |||||||||
Net realized and unrealized gain |
||||||||||||
(loss) on investments |
1.22 | 1.59 | 0.43 | |||||||||
Total from investment activities |
1.33 | 1.71 | 0.48 | |||||||||
Distributions | ||||||||||||
Net investment income |
(0.16 | ) | (0.05 | ) | | |||||||
Net realized gain |
(0.99 | ) | (0.02 | ) | | |||||||
Total distributions |
(1.15 | ) | (0.07 | ) | | |||||||
Net asset value, end of period | $ | 12.30 | $ | 12.12 | $ | 10.48 | ||||||
Total Return | 11.51% | 16.40% | 4.80% | *** | ||||||||
Ratios/Supplemental Data | ||||||||||||
Ratio to average net assets (B) | ||||||||||||
Total expenses |
0.69% | 0.71% | 0.81% | ** | ||||||||
Expenses net of fee waiver |
0.61% | 0.62% | 0.65% | ** | ||||||||
Net investment income (loss) (C) |
0.93% | 1.07% | 1.48% | ** | ||||||||
Portfolio turnover rate | 298.25% | 144.83% | 10.24% | *** | ||||||||
Net assets, end of period (000s) | $ | 78,594 | $ | 56,415 | $ | 12,459 |
(A)
Per share amounts calculated using the average number of shares outstanding throughout the period.
(B)
Ratios do not include expenses of the investment companies in which the Fund invests.
(C)
Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests.
(D)
Note that prior to March 27, 2017, Service Class Shares were named Institutional Class Shares.
*
Inception date
**
Annualized
***
Not Annualized
100
FOR MORE INFORMATION
You will find more information about the
Funds in the following documents:
Each Funds annual and semi-annual reports
will contain more information about the Funds. Each Funds annual report will
contain a discussion of the market conditions and investment strategies that had
a significant effect on the Funds performance during the last fiscal year.
For more information about the Funds, you may wish to refer to the Funds SAI dated January 31, 2019, which is on file with the SEC and incorporated by reference into this prospectus. You can obtain a free copy of the annual and semi-annual reports, and SAI by writing to World Funds Trust, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling the Funds toll free at 888-507-2798, by e-mail at: mail@ccofva.com or on the Funds website at www.evaluatorfunds.com . General inquiries regarding the Funds may also be directed to the above address or telephone number.
Information about the Trust, including the SAI, can be reviewed and copied at the SECs Public Reference Room, 100 F Street NE, Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. Reports and other information regarding the Funds are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Commissions Public Reference Section, Washington D.C. 20549-0102.
(Investment Company Act File No. 811-22172)
101
STATEMENT OF ADDITIONAL INFORMATION
Dated January 31, 2019
The E-Valuator Funds*
8730 Stony Point Parkway, Suite 205
Richmond, Virginia 23235
888-507-2798
The E-Valuator
Very Conservative (0%-15%)
RMS Fund R4 Class Shares (EVVCX) Service Class Shares (EVVLX) |
The E-Valuator
Moderate (50%-70%) RMS
Fund R4 Class Shares (EVFMX) Service Class Shares (EVMLX) |
|
The E-Valuator
Conservative (15%-30%)
RMS Fund R4 Class Shares (EVFCX) Service Class Shares (EVCLX) |
The E-Valuator
Growth (70%-85%) RMS
Fund R4 Class Shares (EVGRX) Service Class Shares (EVGLX) |
|
The E-Valuator
Conservative/Moderate (30%-50%)
RMS Fund R4 Class Shares (EVFTX) Service Class Shares (EVTTX) |
The E-Valuator
Aggressive Growth (85%-99%) RMS
Fund R4 Class Shares (EVFGX) Service Class Shares (EVAGX) |
* Note that prior to March 27, 2017, R4 Class Shares were named Investor Class Shares and Service Class Shares were named Institutional Class Shares .
This Statement of Additional Information (SAI) is not a prospectus. It should be read in conjunction with the current prospectuses for The E-Valuator Funds each dated January 31, 2019 as they may be supplemented or revised from time to time. This SAI incorporates the Funds annual report for the fiscal year ended September 30, 2018 (the Annual Report). This SAI is incorporated by reference into the Funds prospectus. You may obtain the prospectus, the SAI and the Annual Report of the Funds, free of charge, by writing to World Funds Trust (the Trust), 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 or by calling 888-507-2798.
The E-Valuator Funds
The E-Valuator Very Conservative
(0%-15%) RMS Fund
The E-Valuator Conservative (15%-30%) RMS Fund
The E-Valuator
Conservative/Moderate (30%-50%) RMS Fund
The E-Valuator Moderate (50%-70%) RMS
Fund
The E-Valuator Growth (70%-85%) RMS Fund
The E-Valuator Aggressive Growth (85%-99%)
RMS Fund
(collectively, the E-Valuator Funds)
Investment Adviser:
Systelligence,
LLC
7760 France Avenue South, Suite 620
Bloomington, Minnesota 55435
TABLE OF CONTENTS | Page |
THE TRUST | 1 |
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES AND POLICIES | 1 |
DESCRIPTION OF PERMITTED INVESTMENTS | 2 |
INVESTMENT LIMITATIONS | 10 |
INVESTMENT ADVISER | 12 |
PORTFOLIO MANAGER | 14 |
SERVICE PROVIDERS | 15 |
TRUSTEES & OFFICERS OF THE TRUST | 16 |
CONTROL PERSONS AND PRINCIPAL SECURITIES HOLDERS | 21 |
DETERMINATION OF NET ASSET VALUE | 23 |
DISTRIBUTION | 24 |
ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES | 26 |
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES | 28 |
SHAREHOLDER SERVICES | 28 |
TAXES | 29 |
BROKERAGE ALLOCATION AND OTHER PRACTICES | 41 |
DISCLOSURE OF PORTFOLIO SECURITIES HOLDINGS | 43 |
DESCRIPTION OF SHARES | 46 |
PROXY VOTING | 47 |
CODE OF ETHICS | 47 |
FINANCIAL INFORMATION | 48 |
EXHIBIT A (PROXY VOTING POLICIES AND PROCEDURES OF ADVISER) | 49 |
EXHIBIT B (WORLD FUNDS TRUST PROXY VOTING POLICIES) | 52 |
EXHIBIT C (NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER | 54 |
THE TRUST
General . 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.
The Funds . This SAI relates to The E-Valuator Very Conservative (0%-15%) RMS Fund (Very Conservative Fund), The E-Valuator Conservative (15%-30%) RMS Fund (Conservative Fund), The E-Valuator Conservative/Moderate (30%-50%)RMS Fund (Conservative/Moderate Fund), The E-Valuator Moderate (50%-70%) RMS Fund (Moderate Fund, The E-Valuator Growth (70%-85%) RMS Fund (Growth Fund), and The E-Valuator Aggressive Growth (85%-99%) RMS Fund(Aggressive Growth Fund) (each a Fund or E-Valuator Fund and collectively, the Funds or The E-Valuator Funds), and it should be read in conjunction with the prospectuses the Funds. This SAI is incorporated by reference into the Funds prospectuses. No investment in shares should be made without reading the Funds prospectuses. The Funds are separate investment portfolios or series of the Trust. Each of the Funds is diversified as that term is defined in the 1940 Act, the rules and regulations thereunder and the interpretations thereof.
ADDITIONAL INFORMATION
ABOUT INVESTMENT OBJECTIVES AND POLICIES
The Funds investment objective and principal investment strategies are described in the prospectus. The Funds are diversified series as that term is defined in the Internal Revenue Code of 1986, as amended (the Code). The following information supplements, and should be read in conjunction with, the prospectus. For a description of certain permitted investments discussed below, see Description of Permitted Investments in this SAI.
Portfolio Turnover . Average annual portfolio turnover rate is the ratio of the lesser of sales or purchases to the monthly average value of the portfolio securities owned during the year, excluding from both the numerator and the denominator all securities with maturities at the time of acquisition of one year or less. A higher portfolio turnover rate involves greater transaction expenses to the Fund and may result in the realization of net capital gains, which would be taxable to shareholders when distributed. Systelligence, LLC (the Adviser), the Funds investment adviser, makes purchases and sales for the Funds portfolio whenever necessary, in the Advisers opinion, to meet each Funds objective.
1
The following table provides the portfolio turnover rate of each Fund, as a percentage of the average value of its portfolio, for the fiscal years ended September 30, 2017 and September 30, 2018.
The portfolio turnover rate for each Fund increased for the fiscal year ended September 30, 2018 due to tax harvesting trades that were executed in the fourth quarter, as well as increased trading in response to opportunities presented by market volatility.
DESCRIPTION OF PERMITTED INVESTMENTS
The following discussion of investment techniques and instruments supplements, and should be read in conjunction with, the investment information in the Funds prospectus. In seeking to meet its investment objective, the Funds may invest in any type of security whose characteristics are consistent with its investment programs. The Funds will implement their respective investment strategies exclusively by investing in other investment companies and ETFs (defined below) (collectively Underlying Funds). In that regard, certain of the descriptions of the investments or techniques set forth below reflect that the investments and techniques are occurring indirectly through investments in Underlying Funds.
Equity Securities . The Underlying Funds in which the Funds invest may primarily hold a portfolio of equity securities. Equity securities are common stocks, preferred stocks, convertible preferred stocks, convertible debentures, American Depositary Receipts, rights and warrants. Convertible preferred stock is preferred stock that can be converted into common stock pursuant to its terms. Convertible debentures are debt instruments that can be converted into common stock pursuant to their terms. Warrants are options to purchase equity securities at a specified price valid for a specific time period. Rights are similar to warrants, but normally have shorter durations.
Investment Company Securities . The Fund may invest in the securities of other investment companies, including index exchange-traded funds (ETFs) and index mutual funds (also called underlying funds). These underlying funds will generally attempt to replicate the performance of a particular index. An underlying fund may not always hold all of the same securities as the index it attempts to track. An underlying fund may use statistical sampling techniques to attempt to replicate the returns of an index. Statistical sampling techniques attempt to match the investment characteristics of the index and the fund by taking into account such factors as capitalization, industry exposures, dividend yield, price/earnings (P/E) ratio, price/book (P/B) ratio, and earnings growth. An underlying fund may not track the index perfectly because differences between the index and the funds portfolio can cause differences in performance. In addition, expenses and transaction costs, the size and frequency of cash flow into and out of the fund, and differences between how and when the fund and the index are valued can cause differences in performance. When the Fund invests in underlying funds they will indirectly bear their proportionate share of any fees and expenses payable directly by the underlying fund. In connection with its investments in other investment companies, the Fund will incur higher expenses, many of which may be duplicative. Furthermore, because the Fund invest in shares of ETFs and underlying funds their performance is directly related to the ability of the ETFs and underlying funds to meet their respective
2
investment objectives, as well as the allocation of the Funds assets among the ETFs and underlying funds by the Adviser. Accordingly, the Funds investment performance will be influenced by the investment strategies of and risks associated with the ETFs and underlying funds in direct proportion to the amount of assets the Fund allocates to the ETFs and underlying funds utilizing such strategies.
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 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 (NAV). 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.
The Fund may also invest in leveraged and inverse ETFs, including double inverse (or ultra-short) ETFs. Leveraged ETFs are riskier than traditional ETFs as they use borrowings and derivative instruments to generate a return in multiples of a benchmark index. Investments in inverse and leveraged ETFs may magnify and compound changes in the Funds share price and results in increased volatility and potential loss. Inverse ETFs seek to negatively correlate to the performance of the particular index that they track by using various forms of derivative transactions, including by short-selling the underlying index. Ultra-short ETFs seek to multiply the negative return of the tracked index (e.g., twice the inverse return). As a result, an investment in an inverse ETF will decrease in value when the value of the underlying index rises. By investing in ultra-short ETFs and gaining magnified short exposure to a particular index, the Fund can commit less assets to the investment in the securities represented on the index than would otherwise be required. ETFs that seek to multiply the negative return on the tracked index are subject to a special form of correlation risk which is the risk that for periods greater than one day, the use of leverage tends to cause the performance of the ETF to be either greater than or less than the index performance times the stated multiple in the ETFs investment objective.
There is also a risk that the underlying funds or ETFs may terminate due to extraordinary events. For example, any of the service providers to the underlying fund or ETF, such as the trustee or sponsor, may close or otherwise fail to perform their obligations to the underlying fund or ETF, and the underlying fund or ETF may not be able to find a substitute service provider. Also, the underlying fund or ETF may be dependent upon licenses to use the various indices as a basis for determining their compositions and/or otherwise to use certain trade names. If these licenses are terminated, the respective underlying fund or ETF may also terminate. In addition, an underlying fund or ETF may terminate if its net assets fall below a certain amount. Although the Fund believes that in the event of the termination of an underlying fund or ETF, it will be able to invest instead in shares of an alternate underlying fund or ETF tracking the same market index or another index covering the same general market, there can be no assurance that shares of an alternate underlying fund or ETF would be available for investment at that time.
The Fund may invest in securities issued by other investment companies. Such securities will be acquired by the Fund within the limits prescribed by the 1940 Act, which with the exception of master/feeder arrangements, fund of fund arrangements and certain money market fund investments, generally include a prohibition that a fund may not acquire shares of another investment company (including ETFs) if, immediately after such acquisition, (i) such fund would hold more than 3% of the
3
other investment companys total outstanding shares, (ii) if such funds investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) if more than 10% of such funds total assets would be invested in investment companies. The Securities and Exchange Commission (the SEC) has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the Fund) in excess of these limits. The Fund may invest in ETFs that have received such exemptive orders from the SEC, pursuant to the conditions specified in such orders. Additionally, in accordance with Section 12(d)(1)(F)(i) of the 1940 Act, the Fund may also invest in ETFs and other investment companies that have not received such exemptive orders as long as the Fund (and all of its affiliated persons, including the Adviser) does not acquire more than 3% of the total outstanding stock of such underlying fund, unless otherwise permitted to do so pursuant to permission granted by the SEC. If the Fund seeks to redeem shares of an underlying fund purchased in reliance on Section 12(d)(1)(F), the underlying fund is not obligated to redeem an amount exceeding 1% of the underlying funds outstanding shares during a period of less than 30 days.
As of the date of this Registration Statement, the SEC has proposed Rule 12d1-4 under the 1940 Act. Subject to certain conditions, proposed Rule 12d1-4 would provide an exemption to permit acquiring funds to invest in ETFs in excess of the limits of section 12(d)(1), including those described above.
Exchange-Traded Funds (ETFs) . The Funds may invest in ETFs. An ETF is an investment company whose goal is to track or replicate a desired index, such as a sector, market or global segment. ETFs are traded on exchanges and trade similarly to publicly-traded companies. ETFs also have risks and costs that are similar to publicly-traded companies. The goal of an ETF is to correspond generally to the price and yield performance, before fees and expenses of its underlying index. The risk of not correlating to the index is an additional risk borne by the investors of ETFs. Because ETFs trade on an exchange, they may not trade at NAV. Sometimes, the prices of ETFs may vary significantly from the NAVs of the ETFs underlying securities. Additionally, if the Fund elects to redeem its ETF shares rather than selling them on the secondary market, the Fund may receive the underlying securities which it must then sell in order to obtain cash. Additionally, when the Fund invests in ETFs, shareholders of the Fund bear their proportionate share of the underlying ETFs fees and expenses.
Certain ETFs may not produce qualifying income for purposes of the 90% Test (as defined below under the heading Taxes) which must be met in order for the Fund to maintain its status as a regulated investment company under the Code. If one or more ETFs generates more non-qualifying income for purposes of the 90% Test than the Funds portfolio management expects it could cause the Fund to inadvertently fail the 90% Test thereby causing the Fund to inadvertently fail to qualify as a regulated investment company under the Code.
Common Stocks . The Underlying Funds in which the Funds invest may invest in common stocks. Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the companys board of directors.
Preferred Stock . The Underlying Funds in which the Funds invests may invest in preferred stock, which is a class of capital stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights.
Most preferred stock is cumulative; if dividends are passed (not paid for any reason), they accumulate and must be paid before common dividends. A passed dividend on non-cumulative preferred stock is generally gone forever. Participating preferred stock entitles its holders to share in profits above
4
and beyond the declared dividend, along with common shareholders, as distinguished from non-participating preferred, which is limited to the stipulated dividend.
Adjustable rate preferred stock pays a dividend that is adjustable, usually quarterly, based on changes in the Treasury bill rate or other money market rates.
Convertible Securities . The Underlying Funds in which the Funds invest may invest in convertible securities and considers such securities to be equity securities for purposes of its investment strategies. Traditional convertible securities include corporate bonds, notes and preferred stocks that may be converted into or exchanged for common stock, and other securities that also provide an opportunity for equity participation. These securities are convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with fixed income securities, the price of a convertible security generally varies inversely with interest rates. While providing a fixed income stream, a convertible security also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is convertible. As the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible security tends to rise as a reflection of higher yield or capital appreciation. In such situations, the Funds may have to pay more for a convertible security than the value of the underlying common stock.
Warrants . The Underlying Funds in which the Funds invest may invest in warrants. A warrant gives the right to buy a stock and specifies the amount of the underlying stock, the purchase (or exercise) price, and the date the warrant expires. If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally expires without any value and the Fund loses any amount it paid for the warrant. Thus, investments in warrants may involve more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.
Illiquid Securities . The Funds may hold up to 15% of their net assets in illiquid securities. For this purpose, the term illiquid securities means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount which the Fund has valued the securities. Illiquid securities include generally, among other things, certain written over-the-counter options, securities or other liquid assets as cover for such options, repurchase agreements with maturities in excess of seven days, certain loan participation interests and other securities whose disposition is restricted under the federal securities laws.
Fixed Income Securities . The Underlying Funds in which the Funds invest may hold a portfolio of fixed income securities. Fixed income securities include corporate debt securities, high yield debt securities, convertible debt securities, municipal securities, U.S. government securities, mortgage-backed securities, asset-backed securities, zero coupon bonds, financial industry obligations, repurchase agreements, and participation interests in such securities. Preferred stock and certain common stock equivalents may also be considered to be fixed income securities. Fixed income securities are generally considered to be interest rate sensitive, which means that their value will generally decrease when interest rates rise and increase when interest rates fall. Securities with shorter maturities, while offering lower yields, generally provide greater price stability than longer-term securities and are less affected by changes in interest rates.
1. Corporate Debt Securities . Corporate debt securities include bonds, notes, debentures and investment certificates issued by corporations and other business organizations, including business trusts and equipment trusts, in order to finance their credit needs. Corporate debt securities include commercial paper
5
which consists of short term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations. Underlying funds may invest in investment grade or below investment grade debt securities. Investment grade debt securities generally have adequate to strong protection of principal and interest payments. In the lower end of this category, credit quality may be more susceptible to potential future changes in circumstances and the securities have speculative elements.
2. High Yield Debt Securities (Junk Bonds) . Investments in junk bonds are more vulnerable to economic downturns or increased interest rates. An economic downturn could severely disrupt the market for high yield securities and adversely affect the value of outstanding securities and the ability of the issuers to repay principal and interest.
The prices of high yield securities have been found to be more sensitive to interest rate changes than higher-rated investments, and more sensitive to adverse economic changes or individual corporate developments. Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a security defaulted, the underlying fund could incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of high yield securities and the underlying funds asset value. Furthermore, in the case of high yield securities structured as zero coupon or pay-in-kind securities, their market prices are affected to a greater extent by interest rate changes and thereby tend to be more volatile than securities which pay interest periodically and in cash. High yield securities also present risks based on payment expectations. For example, high yield securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, an underlying fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high yield securitys value will decrease in a rising interest rate market, as will the value of the underlying funds assets.
In addition, to the extent that there is no established retail secondary market, there may be thin trading of high yield securities, and this may have an impact on an underlying funds ability to accurately value high yield securities and the funds assets and on the funds ability to dispose of the securities. Adverse publicity and investor perception, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities especially in a thinly traded market.
Finally, there are risks involved in applying credit ratings as a method for evaluating high yield securities. For example, credit ratings evaluate the safety of principal and interest payments, not market value risk of high yield securities. Also, since credit rating agencies may fail to timely change the credit ratings to reflect subsequent events.
3. U.S. Government Securities . U.S. government securities may be backed by the credit of the government as a whole or only by the issuing agency. U.S. Treasury bonds, notes, and bills and some agency securities, such as those issued by the Federal Housing Administration and the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government as to payment of principal and interest and are the highest quality government securities. Other securities issued by U.S. government agencies or instrumentalities, such as securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by the credit of the agency that issued them, and not by the U.S. government. Securities issued by the Federal Farm Credit System, the Federal Land Banks, and the Federal National Mortgage Association (FNMA) are supported by the agencys right to borrow money from the U.S. Treasury under certain circumstances, but are not backed by the full faith and credit of the U.S. government.
6
4. Zero Coupon and Pay-in-Kind Bonds . Corporate debt securities and municipal obligations include so-called zero coupon bonds and pay-in-kind bonds. Zero coupon bonds do not make regular interest payments. Instead they are sold at a deep discount from their face value. Because a zero coupon bond does not pay current income, its price can be very volatile when interest rates change.
The Federal Reserve creates Separate Trading of Registered Interest and Principal of Securities (STRIPS) by separating the coupon payments and the principal payment from an outstanding Treasury security and selling them as individual securities. A broker-dealer creates a derivative zero by depositing a Treasury security with a custodian for safekeeping and then selling the coupon payments and principal payment that will be generated by this security separately. Examples are Certificates of Accrual on Treasury Securities (CATs), Treasury Investment Growth Receipts (TIGRs) and generic Treasury Receipts (TRs). These derivative zero coupon obligations are not considered to be government securities unless they are part of the STRIPS program. Original issue zeros are zero coupon securities issued directly by the U.S. government, a government agency or by a corporation.
Pay-in-kind bonds allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds. The value of zero coupon bonds and pay-in-kind bonds is subject to greater fluctuation in response to changes in market interest rates than bonds which make regular payments of interest. Both of these types of bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater credit risks than bonds which make regular payment of interest.
Foreign Securities . The Fund may invest in Underlying Funds that hold a portfolio of foreign securities. To the extent that a Fund has exposure to foreign equity or fixed income securities, it will be subject to certain considerations and risks that are not typically associated with investing in underlying funds that invest solely in domestic securities. There may be less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. There may also be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than exists in the United States. Interest and dividends paid by foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to dividends and interest paid to the Fund by domestic companies or the U.S. government. There may be the possibility of expropriations, seizure or nationalization of foreign deposits, confiscatory taxation, political, economic or social instability or diplomatic developments that could affect assets of the Fund held in foreign countries. Finally, the establishment of exchange controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.
Securities trading on overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market, but prior to the close of the U.S. market. Fair valuation of the Funds portfolio securities can serve to reduce arbitrage opportunities available to short term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Funds NAV by short term traders.
Emerging Markets Securities . To the extent the Fund invests in Underlying Funds that invest in emerging markets securities it will be subject to additional risks. Investing in emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries. These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; possible repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of
7
emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by a fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.
Additional risks of emerging markets securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause a fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.
Options . The Underlying Funds in which the Funds invest may enter into option transactions. The Underlying Funds may mainly purchase and sell options on securities indices. An option involves either (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration date of the option, or (b) the right to receive payments or the obligation to make payments representing the difference between the closing price of a market index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date of the option. Options are sold (written) on securities and market indices. The purchaser of an option on a security pays the seller (the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option on a market index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the payment. Options are traded on organized exchanges and in the over-the-counter market. The use of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.
Options on securities indices are similar to options on a security or other instrument except that, rather than settling by physical delivery of the underlying instrument, they settle by cash settlement, i.e., an option on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the index upon which the option is based exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the excess of the closing price of the index over the exercise price of the option, which also may be multiplied by a formula value. The seller of the option is obligated, in return for the premium received, to make delivery of this amount. The gain or loss on an option on an index depends on price movements in the instruments making up the market, market segment, industry or other composite on which the underlying index is based, rather than price movements in individual securities, as is the case with respect to options on securities.
Because certain derivatives may be viewed as creating leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and a Fund or Underlying Fund could lose more than it invested, federal securities laws, regulations and guidance may require a Fund or Underlying Fund to earmark assets to reduce the risks associated with derivatives or to otherwise hold instruments that offset the Funds obligations under the derivatives instrument. This process is known as cover. A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value sufficient to cover its obligations under a derivative transaction or otherwise cover the transaction in accordance with applicable SEC guidance. If a large portion of a Funds assets is used for cover, it could affect portfolio management or the Funds ability to meet redemption requests or other current
8
obligations. The leverage involved in certain derivative transactions may result in a Funds NAV being more sensitive to changes in the value of the related investment.
Futures Contracts . The Funds may invest in Underlying Funds that may purchase and sell futures contracts to hedge against changes in prices. The Underlying Funds may utilize Treasury futures to hedge against interest rate risk and inflation risk.
The Underlying Funds may engage in futures transactions for speculative or hedging purposes. The Underlying Funds may also write call options and purchase put options on futures contracts as a hedge to attempt to protect securities in its portfolio against decreases in value. Writing a call option on a futures contract is undertaking the obligation of selling a futures contract at a fixed price at any time during a specified period if the option is exercised. Conversely, as purchaser of a put option on a futures contract, the funds are entitled (but not obligated) to sell a futures contract at the fixed price during the life of the option.
When the Underlying Funds purchase futures contracts, an amount of cash and cash equivalents equal to the underlying commodity value of the futures contracts (less any related margin deposits) will be segregated on the books and records of the funds to collateralize the position and thereby insure that the use of such futures contract is unleveraged. When the Underlying Funds sell futures contracts or related option contracts, it will either own or have the right to receive the underlying future or security, or will make deposits to collateralize the position as discussed above. When futures and options on futures are used as hedging devices, there is a risk that the prices of the securities subject to the futures contracts may not correlate perfectly with the prices of the securities in the funds portfolio. This may cause the futures contract and any related options to react differently than the portfolio securities to market changes. In addition, an investment adviser could be incorrect in its expectations about the direction or extent of market factors such as stock price movements. In these events, the Funds may lose money on the futures contract or option. It is not certain that a secondary market for positions in futures contracts or for options will exist at all times. There is no assurance that a liquid secondary market on an exchange or otherwise will exist for any particular futures contract or option at any particular time. A Funds ability to establish and close out futures and options positions depends on this secondary market. These Funds are being operated by an investment adviser that has claimed an exemption from registration with the Commodity Futures Trading Commission as a commodity pool operator under the Commodity Exchange Act, and therefore the investment adviser is not subject to registration or regulation as a commodity pool operator under that Act. This claim of exemption from registration as a commodity pool operator is pursuant to Rule 4.5 promulgated under the Commodity Exchange Act. Specifically, in accordance with the requirements of Rule 4.5(b)(1), a Fund will limit its use of commodity futures contracts and commodity options contracts to no more than (i) five percent (5%) of the Funds liquidation value being committed as aggregate initial premium or margin for such contracts or (ii) one hundred percent (100%) of the Funds liquidation value in aggregate net notional value of commodity futures, commodity options and swaps positions.
Commodities . Some of the Underlying Funds and other instruments in the Funds portfolios may invest directly or indirectly in physical commodities, such as gold, silver, and other precious materials. Accordingly, the Funds may be affected by changes in commodity prices which can move significantly in short periods of time and be affected by new discoveries or changes in government regulation. Income derived from investments in Underlying Funds that invest in commodities may not be qualifying income for purposes of the regulated investment company (RIC) tax qualification tests. This could make it more difficult (or impossible) for the Fund to qualify as a RIC.
Furthermore, in August 2011, the Internal Revenue Service (IRS) announced that it would stop issuing private letter rulings authorizing favorable tax treatment for funds that invest indirectly in
9
commodities or derivatives based upon commodities. The IRS has previously issued a number of private letter rulings to funds in this area, concluding that such investments generate qualifying income for RIC qualification purposes. It is unclear how long this suspension will last. The IRS has not indicated that any previously issued rulings in this area will be affected by this suspension. This suspension of guidance by the IRS means that the tax treatment of such investments is now subject to some uncertainty.
Cash Equivalents . The Funds may invest in Underlying Funds that invest in cash and high-quality short-term fixed-income securities. All money market instruments can change in value when interest rates or an issuers creditworthiness change dramatically. These short-term fixed-income securities are described below:
a. Repurchase Agreements . Repurchase agreements are agreements by which a Fund purchases a security and obtain a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Repurchase agreements must be fully collateralized and can be entered into only with well-established banks and broker-dealers that have been deemed creditworthy by the Advisor. Repurchase transactions are intended to be short-term transactions, usually with the seller repurchasing the securities within seven days. Repurchase agreements that mature in more than seven days are subject to a Funds limit on illiquid securities. When a Fund enters into a repurchase agreement it may lose money if the other party defaults on its obligation and the Fund is delayed or prevented from disposing of the collateral. A loss may be incurred if the value of the collateral declines, and it might incur costs in selling the collateral or asserting its legal rights under the agreement. If a defaulting seller filed for bankruptcy or became insolvent, disposition of collateral might be delayed pending court action. The Funds may engage in repurchase agreement transactions to the maximum extent permitted by applicable law.
b. Bank Obligations . Bank obligations include bankers acceptances, negotiable certificates of deposit and non-negotiable time deposits, including U.S. dollar-denominated instruments issued or supported by the credit of U.S. or foreign banks or savings institutions. All investments in bank obligations are limited to the obligations of financial institutions having more than $1 billion in total assets at the time of purchase, and investments by the respective Fund in the obligations of foreign banks and foreign branches of U.S. banks will not exceed 10% of the respective Funds total assets at the time of purchase.
c. Commercial Paper . The Funds may invest in Underlying Funds that hold commercial paper. Commercial paper will consist of issues rated at the time of investment as A-1 and/or P-1 by S&P, Moodys or similar rating by another nationally recognized rating agency. In addition, the Underlying Funds may acquire unrated commercial paper and corporate bonds.
d.
Investment
Company Securities
. (See Above). Each Fund may invest in Underlying
Funds such as money market funds and short-term bond funds.
Temporary
Investments
. To maintain cash for redemptions and distributions and for
temporary defensive purposes, the Funds may invest in money market mutual funds
and in investment grade short-term fixed income securities including short-term
U.S. government securities, negotiable certificates of deposit, commercial paper,
bankers acceptances and repurchase agreements.
INVESTMENT LIMITATIONS
Fundamental
.
The investment limitations described below have been adopted by
the Trust with respect to the Funds and are fundamental (Fundamental),
i.e
, they may not be changed without the
10
affirmative vote of a majority of the outstanding
shares of the Funds. As used in the Prospectus and this SAI, the term majority
of the outstanding shares of the Funds means the lesser of: (1) 67% or more of the
outstanding shares of the Fund present at a meeting, if the holders of more than
50% of the outstanding shares of a Fund are present or represented at such meeting;
or (2) more than 50% of the outstanding shares of a Fund. Other investment practices
which may be changed by the Trusts Board of Trustees (the Board
or Board of Trustees) without the approval of shareholders to the extent
permitted by applicable law, regulation or regulatory policy are considered non-fundamental
(Non-Fundamental).
Except with respect to borrowing and circumstances
where the Funds are required to cover their positions, if a percentage
or rating restriction on investment or use of assets set forth herein or in the
Prospectus is adhered to at the time a transaction is effected, later changes in
percentage resulting from any cause other than actions by the Fund will not be considered
a violation. Currently, subject to modification to conform to the 1940 Act as interpreted
or modified from time to time, the Funds are 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 a 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 the Funds 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
11
Fund exceed
5% of the value of the total assets of the 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 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.
Currently,
with respect to senior securities, 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
(the Funds are a series of the Trust) and to divide those series into separate classes.
R4 Class Shares and Service Class Shares 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 the percentages adopted by the Trust as maximum limitations on its investment
policies and limitations, an excess above the fixed percentage will not be a violation
of the policy or limitation unless the excess results immediately and directly from
the acquisition of any security or the action taken. This paragraph does not apply
to the borrowing policy set forth in paragraph 1 above.
Notwithstanding
any of the foregoing limitations, any investment company, whether organized as a
trust, association or corporation, or a personal holding company, may be merged
or consolidated with or acquired by the Trust, provided that if such merger, consolidation
or acquisition results in an investment in the securities of any issuer prohibited
by said paragraphs, the Trust shall, within ninety days after the consummation of
such merger, consolidation or acquisition, dispose of all of the securities of such
issuer so acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of consummation.
Each of the Funds:
1.
2.
3.
4.
5.
6.
7.
INVESTMENT ADVISER
Systelligence, LLC, 7760 France Avenue South, Suite 620, Bloomington, Minnesota 55435 (the Adviser) is the investment adviser to each Fund. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser is a limited liability company and was organized in March, 2016. As of December 31, 2018, the Adviser had approximately $550million in assets under management. The Adviser is controlled by Mr. Kevin Miller.
The Adviser currently provides investment advisory services pursuant to an investment advisory agreement (the Advisory Agreement). Under the terms of the Advisory Agreement, the Adviser manages the investment portfolio of each Fund, subject to the policies adopted by the Trusts Board of Trustees. Under the Advisory Agreement, the Adviser, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary office facilities, equipment and executive personnel necessary for managing the assets of the Funds. Under the Advisory Agreement, the Adviser assumes and pays all ordinary expenses of the Funds, except that the Fund pays all management fees, brokerage fees and commissions, taxes, interest expense, underlying fund fees and expenses, all expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act, and extraordinary or non-recurring expenses.
12
For its services with respect to each of the Funds, the Adviser is entitled to receive an annual management fee calculated daily and payable monthly(and deducted proportionately from each class of Shares), as a percentage of each Funds average daily net assets at the rate of 0.45%. The Adviser received the following fees for advisory services to the Funds for the year ended September 30, 2018:
E-Valuator Fund: | Gross Advisory Fee | Waiver | Net Advisory Fee |
Very Conservative | $ 72,560 | $ (16,939) | $55,621 |
Conservative | $256,197 | $ (43,624) | $212,573 |
Conservative/Moderate | $ 68,837 | $ (11,792) | $ 57,045 |
Moderate | $770,770 | $(131,066) | $639,704 |
Growth | $1,059,145 | $(180,000) | $879,145 |
Aggressive Growth | $ 354,128 | $ (59,871) | $294,257 |
The Adviser retains the right to use the name Systematic Intelligent Investing or any derivative thereof in connection with another investment company or business enterprise with which the Adviser is or may become associated. The Trusts right to use the name Systematic Intelligent Investing or any derivative thereof automatically ceases ninety days after termination of the Advisory Agreement and may be withdrawn by the Adviser on ninety days written notice. The services furnished by the Adviser under the Advisory Agreement are not exclusive, and the Adviser is free to perform similar services for others.
The Adviser may make payments to banks or other financial institutions that provide shareholder services and administer shareholder accounts. If a bank or other financial institution were prohibited from continuing to perform all or a part of such services, management of the Funds believes that there would be no material impact on the Funds or their shareholders. Financial institutions may charge their customers fees for offering these services to the extent permitted by applicable regulatory authorities, and the overall return to those shareholders availing themselves of the financial institutions services will be lower than to those shareholders who do not. The Funds may from time to time purchase securities issued by financial institutions that provide such services; however, in selecting investments for the Funds, no preference will be shown for such securities.
The Adviser has contractually agreed to waive its management fee with respect to each Fund to an annual rate of 0.38% of the average daily net assets of the Fund. Additionally, after giving effect to the foregoing fee waiver, the Adviser has contractually agreed to limit the total expenses of each of the Fund (exclusive of interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expense on short sales, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of business) to an annual rate of 0.80% of the average daily net assets of each of the Funds. Each waiver and/or reimbursement of an expense by the Adviser is subject to repayment by each Fund within three years following the date that such waiver was made or expense was incurred, provided that the particular 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 waiver or reimbursement is recouped. The Adviser may not terminate these contractual arrangements prior to January 31, 2020.
13
PORTFOLIO MANAGER
As described in the prospectus, Mr. Kevin Miller, CEO of the Adviser, serves as the Portfolio Manager responsible for the day-to-day investment management of the Funds. This section includes information about the Portfolio Manager, including information about other accounts they manage, the dollar range of Fund shares owned and compensation.
In addition to the Funds, the Portfolio Manager is responsible for the day-to-day management of certain other accounts, as listed below. The information below is provided as of September 30, 2018.
Portfolio
Manager |
Other
Registered Investment Company Accounts |
Assets
Managed ($ millions) |
Other
Pooled Investment Vehicle Accounts |
Assets
Managed ($ millions) |
Other
Accounts |
Assets
Managed ($ millions) |
Total
Assets Managed ($ millions) |
Kevin B.
Miller |
0 | $0 | 0 | $0 | 0 | 0 | 0 |
Compensation . The Portfolio Manager does not receive compensation that is based upon the Funds, any separate account strategy, partnership or any other commingled accounts, or any private accounts pre- or after-tax performance, or the value of the assets held by such entities. The Portfolio Manager does not receive any special or additional compensation from the Adviser for his service as Portfolio Manager. The Portfolio Manager receives a salary from the Adviser. In addition to base salary, the Portfolio Manager may receive additional bonus compensation which is tied to the overall financial operating results of the Adviser.
Fund Shares Owned by the Portfolio Manager . The following table shows the dollar range of equity securities beneficially owned by the Portfolio Manager in the Funds as of September 30, 2018.
Name of Portfolio Manager |
Dollar
Range of Equity Securities in the Funds / Name of
Fund |
Kevin R. Miller | Over $1,000,000 / The E-Valuator Aggressive Growth (85%-99%) RMS Fund |
Kevin R. Miller | $100,001-$500,000 /The E-Valuator Growth (70%-85%) RMS Fund |
Kevin R. Miller | $50,001-$100,000 / The E-Valuator (50%-70%) Moderate RMS Fund |
Kevin R. Miller | $50,001-$100,000 / The E-Valuator Conservative (15%-30%) RMS Fund |
Kevin R. Miller | $50,001-$100,000 / The E-Valuator Very Conservative (0%-15%) RMS Fund |
Kevin R. Miller | $0 / The E-Valuator Conservative/Moderate (30%-50%) RMS Fund |
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SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent . Pursuant to a Fund Services Agreement, Commonwealth Fund Services, Inc. (CFS, the Administrator or the Transfer Agent), 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, serves as each 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 Adviser. CFS will provide certain administrative services and facilities for the Fund, 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.
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 Fund; determining daily the NAV 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 based computed daily and paid monthly on the average daily net assets of each Fund, 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 for the year ended September 30, 2018:
Custodian . Fifth Third Bank (the Custodian), 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as the custodian of the Funds assets. The Custodian has entered into a foreign sub-custody
15
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 the Funds assets outside of the United States of America. The Delegate shall place and maintain the Funds assets with an eligible foreign custodian; provided that, the Delegate shall be required to determine that the Funds assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market.
Distributor and Principal Underwriter . First Dominion Capital Corp. (FDCC or the Distributor), located at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, serves as the principal underwriter and national distributor for the shares of the Funds pursuant to a Distribution Agreement (the Distribution Agreement). 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 Fund 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.
FDCC is registered as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA). The offering of each Funds shares is continuous. The Distributor may receive Distribution 12b-1 and Service Fees from the Fund, as described in the applicable prospectus and this SAI.
The Distributor receives no compensation as a result of the sale of each Funds shares. For its underwriting services, the Distributor may receive compensation from the Funds Rule 12b-1 plan to the extent that such plans generate sufficient fees to compensate for these services; otherwise, the Adviser is responsible for payment of such underwriting services.
Legal Counsel . Practus, LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, KS 66211, serves as legal counsel to the Trust and the Funds.
Independent Registered Public Accounting Firm . The Funds independent registered public accounting firm, Cohen & Company, Ltd., audits each Funds annual financial statements, assists in the preparation of certain reports to the SEC and prepares the Funds tax returns. Cohen & Company, Ltd. is located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115.
TRUSTEES & OFFICERS OF THE TRUST
Trustees and Officers . 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 Funds 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 of Trustees 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
16
H. Ivey has business experience as a practicing tax accountant since 1996 and, as such, brings tax, 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 of Trustees 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 each Funds risks directly and through its officers. While day-to-day risk management responsibilities rest with the 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 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 each 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.
NON-INTERESTED TRUSTEES
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
(63) Trustee |
Indefinite,
Since June 2010 |
Dean, Jones College of Business, Middle Tennessee State University since July 2013; Virginia Commonwealth University, | 54 | None |
17
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 |
Professor of Marketing from 1989 to 2013. | ||||
Mary Lou H.
Ivey
(60) Trustee |
Indefinite,
Since June 2010 |
Accountant, Harris, Hardy & Johnstone, P.C., accounting firm, since 2008. | 54 | None |
Theo H. Pitt,
Jr.
(82) Trustee |
Indefinite;
Since August 2013 |
Senior Partner, Community Financial Institutions Consulting (bank consulting) since 1997 to present. | 54 | 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). |
OFFICERS WHO ARE NOT TRUSTEES
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 Bogaert
(55) President and Principal Executive Officer |
Indefinite,
Since August 2017 |
Managing Director of Business Development, Commonwealth Fund Services, Inc., October 2013 present. | N/A | N/A |
Karen M. Shupe
(54) 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 |
18
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 |
Ann T. MacDonald
(64) 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
(50) 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 |
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 |
Tina H. Bloom
(50) Assistant Secretary |
Indefinite,
Since November 2018 |
Attorney, Practus, LLP (law firm), May 2018 to present; Attorney, The Law Offices of John H. Lively & Associates, Inc. (law firm), November 2017 to May 2018; Director of Fund Administration of Ultimus Fund Solutions, LLC from 2011-2017. | N/A | N/A |
Bo James Howell
(37) Assistant Secretary |
Indefinite,
Since November 2018 |
Attorney, Practus, LLP (law firm), May 2018 to present; Founder, CCO Technology, June 2018; Director of Fund Administration of Ultimus Fund Solutions, LLC from 2012-2018. | N/A | N/A |
Julian G.
Winters
(50) Chief Compliance Officer |
Indefinite,
Since August 2013. |
Managing Member of Watermark Solutions, LLC (investment compliance and consulting) since March 2007. | N/A | N/A |
19
Board of Trustees . The Board of Trustees oversees the Trust and certain aspects of the services that the Adviser and the Funds other service providers provide. The Trustees will each hold office until their successors have been duly elected and qualified or until their earlier resignation or removal. The officers of the Trust each serve at the pleasure of the Board and for a term of one year or until their successors have been duly elected and qualified.
The Trust has a standing Audit Committee of the Board composed of Mr. Urban, Ms. Ivey and Mr. Pitt. 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 September 30, 2018, the Audit Committee met six 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 forth in its written charter, which is described in Exhibit C the charter also describes the process by which shareholders of the Trust may make nominations. For the Funds most recent fiscal year ended September 30, 2018, the 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 of the Trust 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 September 30, 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 Funds most recent fiscal year ended September 30, 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. 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 fiscal year ended September 30, 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
Funds and Fund Complex Paid To Trustees (*) (1) |
David J. Urban,
Trustee Mary Lou H. Ivey, Trustee Theo H. Pitt, Jr., Trustee |
$11,842
$11,842 $11,842 |
$0
$0 $0 |
$0
$0 $0 |
$50,000
$50,000 $50,000 |
20
* |
Company
does not pay deferred compensation.
|
(1) |
The Fund
Complex consists of the Trust, which is comprised of the fifty four Funds.
|
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 September 30, 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; and E = over $100,000.
Name of Trustee |
Dollar
Range of Equity
Securities in the Funds |
Aggregate
Dollar Range of Equity
Securities in all Registered Investment Companies Overseen by the Trustees in Family of Investment Companies |
David J. Urban | A | A |
Mary Lou H. Ivey | A | A |
Theo H. Pitt, Jr. | A | A |
Policies Concerning Personal Investment Activities . The Funds, the Adviser, and the Distributor have each adopted a Code of Ethics, pursuant to Rule 17j-1 under the 1940 Act that permit investment personnel, subject to their particular code of ethics, to invest in securities, including securities that may be purchased or held by the Fund, for their own account.
The Codes of Ethics are on file with, and can be reviewed and copied at the SEC Public Reference Room in Washington, D. C. In addition, the Codes of Ethics are also available on the EDGAR Database on the SECs Internet website at http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL SECURITIES HOLDERS
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 a 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 a Funds fundamental policies or the terms of the management agreement with the Adviser.
As of December 31, 2018, the following persons owned of record, or beneficially owned, 5% or more of the outstanding voting shares of the Funds shares:
Names and Addresses | Percent of Class | Type of Ownership |
The E-Valuator Very Conservative RMS Service Class | ||
TD Ameritrade
Trust Company
Attn: House P.O. Box 17748 Denver, CO 80217-0748 |
62.09% | Record |
21
The E-Valuator Conservative RMS R4 Class | ||
UMB C/F Katrina
McGaffey IRA
18775 County Road 10 Deerwood, NM 56444UMB C/F L Voehl IRA 9202 Breckenridge Ln Eden Prairie, MN 55347 |
11.93% | Record |
UMB C/F Dennis
Atchison IRA
13591 Paragon Ave N Stillwater, MN 55082 |
6.41% | Record |
The E-Valuator Tactically Managed RMS Service Class | ||
TD Ameritrade
Trust Company
Attn: House P.O. Box 17748 Denver, CO 80217-0748 |
96.05% | Record |
The E-Valuator Tactically Managed RMS R4 Class | ||
UMB C/F Joseph
Gittings IRA
P. O. Box 189 Philip, SD 57567 |
7.45% | Record |
UMB C/F Daniel
Driessen IRA
12155 Danbury Way Rosemount, MN 55068 |
22.23% | Record |
UMB C/F R.
Barsness IRA
5400 Fairlawn Shore Trail SE Prior Lake, MN 55372 |
48.25% | Record |
22
The E-Valuator Aggressive Growth RMS R4 Class | ||
UMB C/F R.
Kenmore Johnson IRA
19520 W Tri Oak Circle NE Wyoming, MN 55092 |
12.18% | |
UMB C/F Elouise
Johnson IRA
19520 W Tri Oak Circle NE Wyoming, MN 55092 |
6.56% | |
UMB C/F R.
Barsness IRA
5400 Fairlawn Shore Trail SE Prior Lake, MN 55372 |
10.20% | |
TD Ameritrade
Trust Company
C/O 00TQ1 P.O. Box 17748 Denver, CO 80217-0748 |
6.26% |
As of the date of this SAI, the Trustees and officers own less than 1% of each Funds shares.
DETERMINATION OF NET ASSET VALUE
General Policy . The Funds adhere to Section 2(a)(41), and Rule 2a-4 thereunder, of the 1940 Act with respect to the valuation of portfolio securities. In general, securities for which market quotations are readily available are valued at current market value, and all other securities are valued at fair value as determined in good faith by the Board. In complying with the 1940 Act, the Trust relies on guidance provided by the SEC and by the SEC staff in various interpretive letters and other guidance.
23
Equity Securities . Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 p.m. ET if a securitys primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If such prices are not available or determined to not represent the fair value of the security as of a Funds pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Trusts Board of Trustees.
Money Market Securities and other Debt Securities . If available, money market securities and other debt securities are priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Money market securities and other debt securities with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such prices are not available or determined to not represent the fair value of the security as of each Funds pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Trusts Board of Trustees.
Use of Third-Party Pricing Agents . Pursuant to contracts with the Administrator, market prices for securities held by the Funds are generally provided daily by third-party independent pricing agents that are approved by the Board of Trustees of the Trust. The valuations provided by third-party independent pricing agents are reviewed daily by the Administrator.
DISTRIBUTION
In connection with promotion of the sales of the Funds, the Distributor may, from time to time, offer (to all broker dealers who have a sales agreement with the Distributor) the opportunity to participate in sales incentive programs (which may include non-cash concessions). The Distributor may also, from time to time, pay expenses and fees required in order to participate in dealer sponsored seminars and conferences, reimburse dealers for expenses incurred in connection with pre-approved seminars, conferences and advertising, and may, from time to time, pay or allow additional promotional incentives to dealers as part of pre-approved sales contests.
Plan of Distribution . The Funds have a Distribution and Shareholder Services Plan (the Plan) for their R4 Class Shares under which they may finance certain activities primarily intended to sell such classes of shares. The Trust has adopted the Plan in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. The Trust intends to operate the Plan in accordance with its terms and with FINRA rules concerning sales charges.
The Plan provides that the Funds will pay a fee at an annual rate of 0.25% of the average daily net assets attributable to the Funds outstanding R4 Class Shares in consideration for distribution and other services, which are described more fully below. The fee is generally paid to FDCC as compensation for distribution-related activities although the Funds may pay the fee directly to other financial intermediaries (Financial Intermediaries).
24
As noted above, payments for distribution expenses under the Plan are subject to Rule 12b-1 under the 1940 Act. Rule 12b-1 defines distribution expenses to include the cost of any activity which is primarily intended to result in the sale of shares issued by the Trust. Rule 12b-1 provides, among other things, that an investment company may bear such expenses only pursuant to a plan adopted in accordance with Rule 12b-1. In accordance with Rule 12b-1, the Plan provides that a report of the amounts expended under the Plan, and the purposes for which such expenditures were incurred, will be made to the Board for its review at least quarterly. The Plan provides that it may not be amended to increase materially the costs which shares of the Funds may bear for distribution pursuant to the Plan without shareholder approval, and that any other type of material amendment must be approved by a majority of the Board, and by a majority of the trustees who are neither interested persons (as defined in the 1940 Act) of the Trust nor have any direct or indirect financial interest in the operation of the Plan or in any related agreement (the 12b-1 Trustees), by vote cast in person at a meeting called for the purpose of considering such amendments.
The Trust understands that Financial Intermediaries may charge fees to their customers who are the beneficial owners of Fund shares, in connection with their accounts with such Financial Intermediaries. Any such fees would be in addition to any amounts which may be received by an institution under the Plan.
The Board has concluded that there is a reasonable likelihood that the Plan will benefit each Fund. It is anticipated that the Plan 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. The Planis subject to annual re-approval by a majority of the 12b-1 Trustees and each is terminable at any time with respect to a Fund by a vote of a majority of the 12b-1 Trustees or by vote of the holders of a majority of the applicable classes outstanding shares of the Fund. Any agreement entered into pursuant to the Plan with a Financial Intermediary is terminable with respect to a Fund without penalty, at any time, by vote of a majority of the 12b-1 Trustees, by vote of the holders of a majority of the applicable classes outstanding shares of the Funds, by FDCC or by the Financial Intermediary. An agreement will also terminate automatically in the event of its assignment.
As long as the Plan is in effect, the nomination of the trustees who are not interested persons of the Trust (as defined in the 1940 Act) must be committed to the discretion of the 12b-1 Trustees.
The Plan provides that expenditures may include, without limitation: (a) payments to the Distributor and to securities dealers and others in respect of the sale of shares of the Funds; (b) payment of compensation to and expenses of personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of shares of the Funds or who render shareholder support services not otherwise provided by the Trusts transfer agent, administrator, or custodian, including but not limited to, answering inquiries regarding the Trust, processing shareholder transactions, providing personal services and/or the maintenance of shareholder accounts, providing other shareholder liaison services, responding to shareholder inquiries, providing information on shareholder investments in the Shares of the Funds, and providing such other shareholder services as the Trust may reasonably request, arranging for bank wires, assisting shareholders in changing dividend options, account designations and addresses, providing information periodically to shareholders showing their positions in the Funds, forwarding communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to shareholders, processing purchase, exchange, and redemption requests from shareholders and placing orders with the Funds or their service providers; (c) formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) preparation, printing and distribution of sales literature; (e) preparation, printing and distribution of prospectuses and statements of additional information and reports of the Trust
25
for recipients other than existing shareholders of the Trust; (f) obtaining information and providing explanations to wholesale and retail distributors of contracts regarding Fund investment objectives and policies and other information about the Funds, including the performance of the Funds; (g) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable. During the year ended September 30, 2018, there were $179,700 in 12b-1 expenses incurred by R4 Class shares, and allocated as follows:
Advertising |
Other-
Distributor Fee |
Compensation
to
Broker/Dealers |
Total
Rule 12b-1 fees incurred |
$4,550 | $60,000 | $115,150 | $179,700 |
Shareholder Services Plan . The Funds have adopted a shareholder services plan on behalf of its R4 Class Shares and Service Class Shares. Under a shareholder services plan, the Funds may pay an authorized firm up to 0.15% 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, including but not limited to: (i) arranging for bank wires; (ii) responding to inquiries from shareholder concerning their investment in the Funds; (iii) assisting shareholders in changing dividend options, account designations and addresses; (iv) providing information periodically to shareholders showing their position in Shares; (v) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (vi) processing purchase, exchange and redemption requests from shareholder and placing orders with the Funds or their service providers; (vii) providing sub-accounting with respect to Shares beneficially owned by shareholders; and (viii) processing dividend payments from the Funds on behalf of shareholders.
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.
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.
ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES
Purchasing Shares . You may purchase shares of the Funds directly from the Distributor. You may also buy shares through accounts with brokers and other institutions (authorized institutions) that are authorized to place trades in Fund shares for their customers. If you invest through an authorized institution, you will have to follow its procedures. Your institution may charge a fee for its services, in addition to the fees charged by the Funds. You will also generally have to address your correspondence or questions regarding the Funds to your authorized institution. The offering price per share is equal to the
26
NAV next determined after the Funds or authorized institution receives your purchase order, plus any applicable sales charge.
Your authorized institution is responsible for transmitting all subscription and redemption requests, investment information, documentation and money to the Funds on time. Certain authorized institutions have agreements with the Funds that allow them to enter confirmed purchase or redemption orders on behalf of clients and customers. Under this arrangement, the authorized institution must send your payment to the Funds by the time it prices its shares on the following day. If your authorized institution fails to do so, it may be responsible for any resulting fees or losses.
The Funds reserve the right to reject any purchase order and to suspend the offering of shares. Under certain circumstances the Trust or the Adviser may waive the minimum initial investment for purchases by officers, trustees, and employees of the Trust and its affiliated entities and for certain related advisory accounts and retirement accounts (such as IRAs). The Fund may also change or waive policies concerning minimum investment amounts at any time.
Exchanging Shares . If you request the exchange of the total value of your account from one Fund to another, we will reinvest any declared but unpaid income dividends and capital gain distributions in the new Fund at its NAV. Backup withholding and information reporting may apply. Information regarding the possible tax consequences of an exchange appears in the tax section in this SAI.
If a substantial number of shareholders sell their shares of a Fund under the exchange privilege, within a short period, the Fund may have to sell portfolio securities that it would otherwise have held, thus incurring additional transactional costs. Increased use of the exchange privilege may also result in periodic large inflows of money. If this occurs, it is a Funds general policy to initially invest in short-term, interest-bearing money market instruments.
However, if the Adviser believes that attractive investment opportunities (consistent with a Funds investment objective and policies) exist immediately, then it will invest such money in portfolio securities in as orderly a manner as is possible.
The proceeds from the sale of shares of the Funds may not be available until the third business day following the sale. The Fund you are seeking to exchange into may also delay issuing shares until that third business day. The sale of Fund shares to complete an exchange will be effected at the NAV of the Funds next computed after your request for exchange is received in proper form. See Exchange Privilege below for additional information on exchanges.
Eligible Benefit Plans . An eligible benefit plan is an arrangement available to the employees of an employer (or two or more affiliated employers) having not less than 10 employees at the plans inception, or such an employer on behalf of employees of a trust or plan for such employees, their spouses and their children under the age of 21 or a trust or plan for such employees, which provides for purchases through periodic payroll deductions or otherwise. There must be at least 5 initial participants with accounts investing or invested in Fund shares and/or certain other funds.
The initial purchase by the eligible benefit plan and prior purchases by or for the benefit of the initial participants of the plan must aggregate not less than $2,500 and subsequent purchases must be at least $50 per account and must aggregate at least $250. Purchases by the eligible benefit plan must be made pursuant to a single order paid for by a single check or federal funds wire and may not be made more often than monthly. A separate account will be established for each employee, spouse or child for which purchases are made. The requirements for initiating or continuing purchases pursuant to an eligible
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benefit plan may be modified and the offering to such plans may be terminated at any time without prior notice.
Selling Shares . You may sell your shares by giving instructions to the Transfer Agent by mail or by telephone. The Funds will use reasonable procedures to confirm that instructions communicated by telephone are genuine and, if the procedures are followed, will not be liable for any losses due to unauthorized or fraudulent telephone transactions.
The Funds procedure is to redeem shares at the NAV next determined after the Transfer Agent receives the redemption request in proper form. Payment will be made promptly, but no later than the seventh day following the receipt of the redemption request in proper form. The Board may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the New York Stock Exchange is restricted as determined by the SEC or such exchange is closed for other than weekends and holidays, (b) the SEC has by order permitted such suspension, or (c) an emergency, as defined by rules of the SEC, exists during which time the sale of Fund shares or valuation of securities held by the Fund are not reasonably practicable.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser or the Distributor and their affiliates may, out of their own resources and without additional cost to the Funds or their shareholders, pay a 1% solicitation fee to securities dealers or other financial intermediaries (collectively, a Financial Intermediary) on each customer purchase solicited by the Financial Intermediary in excess of $1 million. These payments may be in addition to payments made by the Funds to the Financial Intermediary under the Funds Rule 12b-1 Plan. For more information regarding the Funds Rule 12b-1 Plan, please see Distribution - Plan of Distribution.
SHAREHOLDER SERVICES
As described briefly in the applicable prospectus, the Funds offer the following shareholder services:
Regular Account . The regular account allows for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions and withdrawals to or from their account as often as they wish. Simply use the account application provided with the prospectus to open your account.
Telephone Transactions . A shareholder may redeem shares or transfer into another Fund by telephone if this service is requested at the time the shareholder completes the initial account application. If it is not elected at that time, it may be elected at a later date by making a request in writing to the Transfer Agent and having the signature on the request guaranteed. The Funds employ reasonable procedures designed to confirm the authenticity of instructions communicated by telephone and, if it does not, it may be liable for any losses due to unauthorized or fraudulent transactions. As a result of this policy, a shareholder authorizing telephone redemption or transfer bears the risk of loss which may result from unauthorized or fraudulent transactions which the Fund believes to be genuine. When requesting a telephone redemption or transfer, the shareholder will be asked to respond to certain questions designed to confirm he shareholders identity as the shareholder of record. Cooperation with these procedures helps to protect the account and the Funds from unauthorized transactions.
Automatic Investment Plan . Any shareholder may utilize this feature, which provides for automatic monthly investments into your account. Upon your request, the Transfer Agent will withdraw a fixed amount each month from a checking or savings account for investment into the Funds. This does
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not require a commitment for a fixed period of time. A shareholder may change the monthly investment, skip a month or discontinue the Automatic Investment Plan as desired by notifying the Transfer Agent at (800) 628-4077.
Retirement Plans . Fund shares are available for purchase in connection with the following tax-deferred prototype retirement plans:
1. Individual Retirement Arrangements (IRAs) . IRAs are available for use by individuals with compensation for services rendered who wish to use shares of the Funds as the funding medium for individual retirement savings. IRAs include traditional IRAs, Roth IRAs and Rollover IRAs.
2. Simplified Employee Pension Plans (SEPs) . SEPs are a form of retirement plan for sole proprietors, partnerships and corporations.
For information about eligibility requirements and other matters concerning these plans and to obtain the necessary forms to participate in these plans, please call the Trust at 888-507-2798. Each plans custodian charges nominal fees in connection with plan establishment and maintenance. These fees are detailed in the plan documents. You may wish to consult with your attorney or other tax adviser for specific advice concerning your tax status and plans.
Exchange Privilege . To the extent that the Adviser manages other funds in the Trust, shareholders may exchange their shares for shares of any other series of the Trust managed by the Adviser, provided the shares of the Fund the shareholder is exchanging into are registered for sale in the shareholders state of residence. Each account must meet the minimum investment requirements. As of the date of this prospectus, the Adviser manages 6 funds in the Trust. Also, to make an exchange, an exchange order must comply with the requirements for a redemption or repurchase order and must specify the value or the number of shares to be exchanged. Your exchange will take effect as of the next determination of the Funds NAV per share (usually at the close of business on the same day). The Trust reserves the right to limit the number of exchanges or to otherwise prohibit or restrict shareholders from making exchanges at any time, without notice, should the Trust determine that it would be in the best interest of its shareholders to do so. For tax purposes, an exchange constitutes the sale of the shares of the fund from which you are exchanging and the purchase of shares of the fund into which you are exchanging. Consequently, the sale may involve either a capital gain or loss to the shareholder for federal income tax purposes. The exchange privilege is available only in states where it is legally permissible to do so.
TAXES
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 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 the Funds and their shareholders (including shareholders owning large positions in the Funds). The discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisers to determine the tax consequences to them of investing in the Funds.
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
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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 Fund shares should consult its tax advisors with respect to the purchase, ownership and disposition of its Fund shares.
Taxation as a RIC . The Funds intend to qualify and remain qualified as RICs under the Code. A 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 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 Funds in the same manner as realized by the partnership or trust.
The Funds intend to invest in ETFs that are taxable as RICs under the Code. Accordingly, the income the Funds receive from such ETFs should be qualifying income for purposes of the Fund satisfying the 90% Test described above. However, the Funds may also invest in one or more ETFs that are not taxable as RICs under the Code and that may generate non-qualifying income for purposes of satisfying the 90% Test. The Funds anticipate monitoring their investments in such ETFs so as to keep the Funds non-qualifying income within acceptable limits of the 90% Test, however, it is possible that such non-qualifying income will be more than anticipated which could cause the Funds to inadvertently fail the 90% Test thereby causing the Funds to fail to qualify as a RIC. In such a case, the Funds would be subject to the rules described below.
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If a RIC fails this 90% source-of-income test as long as such failure was due to reasonable cause and not willful neglect it is no longer subject to a corporate level tax. Instead, the amount of the penalty for non-compliance is the amount by which the non-qualifying income exceeds one-ninth of the qualifying gross income.
With respect to the asset-diversification requirement, the Funds must diversify their 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, meaning that the failure does not exceed the lesser of 1% of the RICs assets, or $10 million.
Similarly, 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.
If the Funds qualify as RICs and distribute to their 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 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 Funds will be relieved of U.S. federal income tax on any income of the Funds, including long-term capital gains, distributed to shareholders. However, any ordinary income or capital gain retained by the Funds will be subject to U.S. federal income tax at regular corporate federal income tax rates (currently at a maximum rate of 21%). The Funds intend to distribute at least annually substantially all of their 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 its undistributed ordinary income with respect to each calendar year and undistributed capital gains if it fails to meet certain distribution requirements with respect to the one-year period ending on October 31 in that calendar year. 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, does not expect to be subject to this excise tax.
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The Funds may be required to recognize taxable income in circumstances in which it does not receive cash. For example, if the Funds hold 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 Funds 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 Funds in the same taxable year. Because any original issue discount accrued will be included in the Funds investment company taxable income (discussed above) for the year of accrual, the Funds 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.
To the extent that the Funds have capital loss carryforwards from prior tax years, those carryforwards will reduce the net capital gains that can support a Funds distribution of Capital Gain Dividends. If the Funds use net capital losses incurred in taxable years beginning on or before December 22, 2010 (pre-2011 losses), those carryforwards will not reduce a Funds current earnings and profits, as losses incurred in later years will. As a result, if the Funds then makes distributions of capital gains recognized during the current year in excess of net capital gains (as reduced by carryforwards), the portion of the excess equal to pre-2011 losses factoring into net capital gain will be taxable as an ordinary dividend distribution, even though that distributed excess amount would not have been subject to tax if retained by the Funds. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether the Funds retain or distribute such gains. Beginning in 2011, 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 such date, 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.
Except as set forth in Failure to Qualify as a RIC, the remainder of this discussion assumes that each Fund will qualify as a RIC 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, if 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, the Funds 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 the Funds failed to qualify for tax treatment as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the 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, the Funds would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which the Funds failed to qualify for tax treatment as a RIC that are recognized within the subsequent 10 years, unless the Funds made a special election to pay corporate-level tax on such built-in gain at the time of its requalification as a RIC.
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Taxation for U.S. Shareholders . Distributions paid to U.S. shareholders by a Fund from its 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 Fund) may qualify (i) for the dividends received deduction in the case of corporate shareholders under Section 243 of the 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 Code (which provides for a maximum 20% rate) to the extent 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 the Funds, are taxable to such shareholder as long-term capital gain if they have been properly designated by the Funds, regardless of the length of time such shareholder owned the shares of the Funds. The maximum tax rate on capital gain dividends received by individuals is generally 20%. 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. The Forms 1099 will instead serve this notice purpose.
As a RIC, the Funds will be subject to the AMT, but any items that are treated differently for AMT purposes must be apportioned between the Funds 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, the Funds were to retain any net capital gain, the Funds 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
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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 Funds 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 occurs, the tax basis of shares owned by a shareholder of the Funds 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 of the Funds generally are taxable events. U.S. shareholders should consult their own tax adviser with reference to their individual circumstances to determine whether any particular transaction in the shares of the Funds are 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 the Funds 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 the Funds 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, 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.
The Funds have chosen average cost as the 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 have chosen average cost as its standing (default) tax lot identification method for all shareholders. 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, 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.
For taxable years beginning after December 31, 2013, certain U.S. shareholders, including
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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 Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Funds.
Straddles . When a Fund enters into an offsetting position to limit the risk on another position, the straddle rules usually come into play. An option or other position entered into or held by a Fund in conjunction with any other position held by the Funds may constitute a straddle for Federal income tax purposes. In general, straddles are subject to certain rules that may affect the character and timing of the Funds gains and losses with respect to straddle positions. The key features of the straddle rules are as follows:
A Fund may have to wait to deduct any losses . If a Fund has a capital gain in one position of a straddle and a capital loss in the other, the Funds may not recognize the loss for federal income tax purposes until the Fund disposes of both positions. This might occur, for example, if the Fund had a highly appreciated stock position and the Fund purchased protective put options (which give the Fund the right to sell the stock to someone else for a period of time at a predetermined price) to offset the risk. If the stock continued to increase in value and the put options expired worthless, the Fund must defer recognition of the loss on its put options until the Fund sells and recognizes the gain on the original, appreciated position.
A Funds capital gain holding period may get clipped . The moment a Fund enters into a typical straddle, the capital gains holding period on its offsetting positions is frozen. If a Fund held the original position for one year or less (thus not qualifying for the long-term capital gains rate), not only is the holding period frozen, it starts all over again when the Fund disposes of the offsetting position.
Losses recognized with respect to certain straddle positions that would otherwise constitute short-term capital losses may be treated as long-term capital losses . This generally has the effect of reducing the tax benefit of such losses.
A Fund may not be able to deduct any interest expenses or carrying charges . During the offsetting period, any interest or carrying charges associated with the straddle are not currently tax deductible, but must be capitalized (added to cost basis).
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 the Funds 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 a Funds taxable income (and required to be distributed by the Funds) 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.
Some debt obligations (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Funds 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, the Funds may elect to accrue market discount currently, in which case the Funds will be
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required to include the accrued market discount in a 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 a Funds income, will depend upon which of the permitted accrual methods the 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 the Funds 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. The Funds 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. The Funds 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 Funds holding the security receives no interest payment in cash on the security during the year.
If the Funds hold the foregoing kinds of securities, they 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 Funds actually received. Such distributions may be made from the cash assets of a Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Funds may realize gains or losses from such liquidations. In the event the Funds realize net capital gains from such transactions, their 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 the Funds, the Funds may invest in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently 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 Funds. Tax rules are not entirely clear about issues such as when the Funds 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 the Funds should recognize market discount on a debt obligation, and if so, what amount of market discount the Funds should recognize. These and other related issues will be addressed by the Funds when, as and if it invests in such securities, in order 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 the Funds 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 Funds 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 the Funds, 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,
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possibly affecting the cash flow of the issuer.
Tax-Exempt Shareholders . A tax-exempt shareholder could recognize UBTI by virtue of its investment in the Funds if shares in the Funds constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). Furthermore, a tax-exempt shareholder may recognize UBTI if the Funds recognize 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 the Funds exceeds a 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 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 the Funds that recognize 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 Funds that recognize excess inclusion 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, the Funds 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 Funds. 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 Funds.
Foreign Taxation . Income received by the Funds 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 ETFs in which the Funds invest may invest in foreign securities. Dividends and interest received by an ETFs holding of foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If the ETF in which the Funds invest is taxable as a RIC and meets certain other requirements, which include a requirement that more than 50% of the value of such ETFs total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the ETF should be eligible to file an election with the IRS that may enable its shareholders, including the Fund in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid the by Funds, subject to certain limitations.
A qualified fund of funds is a RIC that has at least 50% of the value of its total interests invested in other RICs at the end of each quarter of the taxable year. If the Funds satisfy this requirement or if they meet certain other requirements, which include a requirement that more than 50% of the value of a Funds total assets at the close of its taxable year consist of stocks or securities of foreign corporations, then the Funds should be eligible to file an election with the IRS that may enable its shareholders to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid by the Funds, subject to certain limitations.
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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 the Funds to a shareholder that is not a U.S. person within the meaning of the 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.
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 Funds 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 capital gain dividends). If the Funds invest in an underlying fund that pays such distributions to the Funds, such distributions retain their character as not subject to withholding if properly reported when paid by the Funds to foreign persons.
The Funds are permitted to report such part of their 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 the Funds report 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 the Funds 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 Funds or to the Capital Gain Dividend the foreign shareholder received (as described below).
Special rules would apply if the Funds 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.
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If the Funds were a USRPHC or would be a USRPHC but for the exceptions referred to above, any distributions by the Funds to a foreign shareholder (including, in certain cases, distributions made by the Funds in redemption of its shares) attributable to gains realized by the Funds on the disposition of USRPIs or to distributions received by the Fund from a lower-tier regulated investment company or REIT that the Funds are 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 the Funds. On and after January 1, 2012, this look-through USRPI treatment for distributions by the Fund, if it were either a USRPHC or would be a USRPHC 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 the Funds 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 the Funds are characterized as a USRPHC will depend upon the nature and mix of a Funds assets. The Funds do not expect to be a USRPHC. Foreign shareholders should consult their tax advisors concerning the application of these rules to their investment in the Funds.
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 the 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.
Backup Withholding . The Funds generally are required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Funds with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Funds that he or she is not subject to such withholding. The backup withholding tax rate is currently 24%.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the
39
shareholders U.S. federal income tax liability, provided the appropriate 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.
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, 2013. 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 the Funds 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 Funds with such certifications or other documentation, including, to the extent required, with regard to such shareholders direct and indirect owners, as the Funds require to comply with the new rules. Persons investing in the Funds through an intermediary should contact their intermediary regarding the application of the new reporting and withholding regime to their investments in the Funds.
Shareholders are urged to consult a tax advisor regarding this new reporting and withholding regime, in light of their particular circumstances.
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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 the Funds as an investment through such plans, and the precise effect of an investment on their particular tax situation.
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 a Fund after June 30, 2014 and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by a 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. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA
The foregoing is a general and abbreviated summary of the provisions of the Code and the Treasury regulations in effect as they directly govern the taxation of the Fund and its 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.
BROKERAGE ALLOCATION AND OTHER PRACTICES
Brokerage Transactions . Generally, equity securities are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealers mark-up or reflect a dealers mark-down. The purchase price for securities bought from dealers serving as market makers will similarly include the dealers mark up or reflect a dealers mark down. When the Funds execute transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.
In selecting brokers and dealers to execute portfolio transactions, the Adviser may consider research and brokerage services furnished to the Adviser or its affiliates. The Adviser may not consider sales of shares of the Funds 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 Adviser may aggregate securities to be sold or purchased for the Funds with those to be sold or purchased for other advisory accounts managed by the Adviser. In aggregating such securities, the Adviser will average the transaction as to price and will allocate available investments in a manner that the Adviser believes to be fair and reasonable to the Funds 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.
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Section 28(e) of the Securities Exchange Act of 1934 (the 1934 Act) permits the Adviser, under certain circumstances, to cause the Funds to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. In addition to agency transactions, the Adviser may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, Fund strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the Adviser believes that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to the Funds.
To the extent that research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the Adviser might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The Adviser may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the Adviser will be in addition to and not in lieu of the services required to be performed by the Funds Adviser under the Advisory Agreement. Any advisory or other fees paid to the Adviser are not reduced as a result of the receipt of research services.
In some cases the Adviser may receive a service from a broker that has both a research and a non-research use. When this occurs, the Adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the Adviser faces a potential conflict of interest, but the Adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.
From time to time, the Funds may purchase new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the Adviser with research services. FINRA has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research credits in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).
Brokerage with Fund Affiliates . The Funds may execute brokerage or other agency transactions through registered broker-dealer affiliates of either the Funds, the Adviser or the Distributor for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules further require that commissions paid to the affiliate by the Funds for exchange transactions not exceed usual and customary brokerage commissions. The rules define usual and customary commissions to include amounts which are reasonable and fair compared to the commission, fee or other
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remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time. The Trustees, including those who are not interested persons of the Funds, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.
Securities of Regular Broker-Dealers The Funds are required to identify any securities of its regular brokers and dealers (as such term is defined in the 1940 Act) which the Funds may hold at the close of its most recent fiscal year. As of September 30, 2018, the Funds did not hold any securities of its regular brokers and dealers.
Allocation . When two or more clients managed by the Adviser are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated in a manner deemed equitable to each client. In some cases this procedure could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. In other cases, however, the ability to participate in volume transactions will be beneficial to the Funds. The Board believes that these advantages, when combined with the other benefits available because of the Advisers organization, outweigh the disadvantages that may exist from this treatment of transactions.
The aggregate amount of brokerage commissions paid for the past three fiscal years for the Funds are shown below.
Brokerage Commissions Paid | |||
Fiscal Year Ended September 30, | |||
E-Valuator Fund | |||
2016 | 2017 | 2018 | |
Very Conservative | $2,703 | $12,496 | $ 8,895 |
Conservative | $8,403 | $31,807 | $23,965 |
Conservative/Moderate | | | |
Moderate | $13,041 | $46,398 | $67,643 |
Growth | $21,698 | $55,502 | $88,066 |
Aggressive Growth | $4,520 | $28,973 | $31,864 |
Total: | $50,365 | $175,176 | $220,443 |
DISCLOSURE OF PORTFOLIO SECURITIES HOLDINGS
This Disclosure of Portfolio Securities Holdings Policy (the Policy) shall govern the disclosure of the portfolio securities holdings of each series of 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 Adviser 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 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
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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 and the fund accountants, and other service providers assisting with materials utilized in the Boards 15c processes, and 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;
|
|
2. |
to
financial printers within sixty (60) days after the applicable fiscal period for
the purpose of preparing Trust regulatory filings; and
|
|
3. |
to
the Trusts administrator, custodian, transfer agent and accounting services
provider on a daily basis in connection with their providing services to the
Fund.
|
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 Adviser may establish ongoing arrangements with certain third parties to provide the Funds portfolio holdings information that the Adviser 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 Fund;
|
|
2. |
research
companies that allow the Adviser to perform attribution analysis for the Fund; and
|
|
3. |
the Advisers proxy voting agent to assess and vote proxies on behalf of the Fund.
|
From time to time, employees of the Adviser may express their views orally or in writing on the Funds portfolio securities or may state that the Fund has 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 that sell shares of the Fund, shareholders in the Fund, persons considering investing in the Fund 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 Adviser 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 Adviser 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 Adviser may also provide oral or written information (statistical information) about various financial
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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 Adviser 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 Adviser 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 Adviser believed was misusing the disclosed information.
The Adviser or its affiliates may manage products sponsored by companies other than itself, including investment companies, offshore funds, and separate accounts and affiliates of the Adviser 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 Adviser may receive compensation for their services. In many cases, these other products are 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 Adviser may involve disclosure of information that is also utilized by the Adviser in managing the Fund. The sponsors of these other products may disclose the portfolio holdings of their products at different times than the Adviser discloses portfolio holdings for the Fund, and affiliates of the Adviser may provide investment related services to its clients at times that are different than the times disclosed to the Fund.
The Trust and the Adviser 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.
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 Chief Compliance Officer 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 Adviser and the Distributor in connection with their personal securities transactions; the adoption by the Adviser 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
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appear to conflict with the interests of the Adviser, any principal underwriter for the Trust or an affiliated person of the Trust, the Adviser 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 Adviser receives compensation or other consideration in connection with the non-standard disclosure of information about portfolio securities.
DESCRIPTION OF SHARES
The Trust was organized as a Delaware statutory trust on April 9, 2007. 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.
The Funds are authorized to issue two classes of shares: R4 Class Shares imposing no front-end or deferred sales charges and a 0.25% 12b-1 fee; and Service Class Shares imposing no front-end or deferred sales charges and no 12b-1 fee. Each of these classes of shares may also pay up to 0.15% in shareholder service fees pursuant to a shareholder services plan.
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 applicable 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
46
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 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.
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.
PROXY VOTING
The Board of Trustees of the Trust has delegated responsibility for decisions regarding proxy voting for securities held by the Funds to the Adviser. The Adviser will vote such proxies in accordance with its proxy policies and procedures, which are included in Exhibit A to this SAI. The Board of Trustees will periodically review the Funds proxy voting record. The proxy voting policies and procedures of the Trust are included as Exhibit B to this SAI.
The Trust is required to disclose annually each Funds complete proxy voting record on Form N-PX. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. Information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ending June 30, will be available (1) without charge, upon request by calling 888-507-2798 or by writing to the Fund at 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235; and (2) on the SECs website at http://www.sec.gov.
CODES OF ETHICS
The Board of Trustees, on behalf of the Trust, has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser and Distributor and Administrator have each adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees (access persons). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. The personnel subject to the Codes are permitted to invest in securities, including securities that may be purchased or held by the Funds. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements, or are prohibited from making such
47
investments. Copies of these Codes of Ethics are on file with the SEC, and are available to the public on the EDGAR Database on the SECs Internet website at http://www.sec.gov.
FINANCIAL INFORMATION
The Annual Report for the fiscal year ended September 30, 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. You may request a copy of the annual and semi-annual reports for the Funds, once available, at no charge by calling the Funds at:
World Funds Trust
8730
Stony Point Parkway, Suite 205
Richmond, Virginia 23235
Telephone: (800) 673-0550
48
EXHIBIT A
Proxy Voting Policy | ||
Systelligence, LLC, the (Firm) |
PROXY VOTING POLICY
Policy Statement
The Firm reserves the right to deviate from the general provisions contained within any part of this policy, and to vote against any issue regardless of the nature of the issue, if by doing so we protect the shareholders interest and value. In the event of such deviation, documentation regarding such vote will be maintained in the Firms books and records.
It will generally be the responsibility of the Firm to vote all proxies. The Firm will generally vote proxies in accordance with management recommendations.
Routine Matters
On routine matters, the Firm will support management and vote in accordance with the following:
|
In analyzing
directors and boards, the policy we follow generally supports the election of incumbent
and newly appointed directors except when a majority of the companys directors
are not independent or where a director fails to attend at least 75% of board and
committee meetings. In a contested election we will vote in accordance with what
we feel is in the best interests of shareholders.
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|
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Our policy
will support auditor ratification;
|
|
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We generally
support management proposals on executive compensation including equity compensation
plans, allowing management and board discretion to design and implement effective
compensation programs. However, recognizing that at some point the dilutive effect
of equity compensation plans can negatively affect overall shareholder returns,
the guidelines will vote against plans that would result in total overhang greater
than 25%. Similarly, our guidelines will support management advisory votes on compensation
and will vote in favor of executive compensation arrangements in connection with
merger transactions with the belief that an independent compensation committee is
in the best position to design an appropriate compensation program for the company.
Further, we follow managements recommendation for proposals on the frequency
of such advisory votes;
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|
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We recognize
that having sufficient available authorized common and preferred shares allows companies
flexibility to take advantage of rapidly developing opportunities as well as to
effectively operate the business. Therefore, we will support proposals to increase
both common and preferred shares;
|
49
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We will
generally support proposals relating to treatment of shareholders and changes to
corporate structure except for management proposals to classify the board of directors
which we will vote against to preserve director accountability;
|
|
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We will
undertake a thorough examination of the economic implications of a proposed merger
or acquisition to determine the transactions likelihood of maximizing shareholder
return. We will examine the process used to negotiate the transaction as well as
the terms of the transaction in making the vote recommendation. We will vote in
accordance with our belief in what is in the best interests of shareholders on mergers,
acquisitions, and other financing transactions; and
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|
|
We will
vote against shareholder proposals not supported by management, thereby allowing
management and the board discretion to address issues generally raised by shareholder
proponents, including those relating to governance, compensation, environmental,
and social issues.
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Voting Procedures
Proxy statements are to be reviewed and voted by a Portfolio Manager or another designated person. A record will be made and maintained of all votes. The Firm reserves the right to vote contrary to its stated policy if it believes in its sole opinion that to do so would be in the best interests of its clients and fund shareholders.
The Firm may abstain from voting a proxy if it concludes that the effect on the clients or shareholders economic interests or the value of the portfolio holding is indeterminable or insignificant. The Firm may also abstain from voting if it concludes the cost of voting is disproportionate to the economic impact the vote would have on the portfolio holdings. A record of reasons for any such abstention by the Firm will be maintained.
Conflicts of Interest
Any conflict of interest will be resolved in the best interests of the Firms clients and fund shareholders. In the event that a material conflict of interest is identified or believed to exist, the Firm will review such conflict with its Chief Compliance Officer.
The Firm shall also maintain record of any conflicts of interest that were identified with any specific vote, and if so, what action was taken to resolve the conflict with respect to each vote cast.
Proxy Vote Record Retention
The Firm shall maintain records of proxies voted in accordance with Section 204-2 of the Act, including proxy statements, and a record of each vote cast. The Firm shall also keep a copy of its policies and procedures and each written request from a client for proxy voting records and the Firms written response to any client request, either written or oral, for such records. Proxy records filed via EDGAR shall be considered maintained by the Firm. All proxy voting records are to be retained for five years, with the first two years in the offices of the Firm.
Form N-PX Filing Logistics
The Firm shall be responsible for ensuring that it maintains a complete proxy log and confirms the timely voting of proxies. The proxy vote log will be maintained in such a manner that the following information
50
is contained within the log in accordance with the requirements of submitting Form N-PX for proxies voted on behalf of the Firms proprietary mutual fund(s):
| the name of the issuer; | |
|
the exchange
ticker symbol, if available;
|
|
|
the CUSIP
number, if available;
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|
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the shareholder
meeting date;
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|
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a brief
identification of the matter voted on;
|
|
|
whether
the matter was proposed by the issuer or a security holder;
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|
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whether
the Firm cast its vote on the matter;
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|
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how the
Firm cast its vote on the matter (for, against, abstain, or withhold regarding the
election of directors); and
|
|
|
whether
the Firm cast its vote for or against management.
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The Firm shall provide the information necessary to complete the Form N-PX to the appropriate fund service provider who will timely submit the filings.
51
EXHIBIT B
World Funds Trust
PROXY VOTING POLICY AND PROCEDURES
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
52
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.
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
53
Exhibit C
Nominating and Corporate Governance Committee Charter
World Funds Trust
Nominating and Corporate Governance Committee Membership
1. |
The Nominating
and Corporate Governance Committee of World Funds Trust (the Trust)
shall be composed entirely of Independent Trustees.
|
|
Board Nominations and Functions | ||
1. |
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.
|
|
2. |
The Committee
shall periodically review Board governance procedures and shall recommend any appropriate
changes to the full Board of Trustees.
|
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3. |
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.
|
|
4. |
The Committee
shall periodically review trustee compensation and shall recommend any appropriate
changes to the Independent Trustees as a group.
|
|
Committee Nominations and Functions | ||
1. |
The Committee
shall make nominations for membership on all committees and shall review committee
assignments at least annually.
|
|
2. |
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.
|
54
Other Powers and Responsibilities | ||
1. |
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.
|
|
2. |
The Committee
shall review this Charter at least annually and recommend any changes to the full
Board of Trustees.
|
Adopted: August 2, 2013
55
APPENDIX A TO THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
WORLD FUNDS TRUST
PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD
I. |
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.
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|
II. |
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.
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|
III. |
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
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.
|
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
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|
(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 V2000 SmallCap Value Fund.
42
|
|
(d)(5) |
Investment
Advisory Agreement between the Registrant and Dalton, Greiner, Hartman, Maher &
Co., LLC with respect to the DGHM MicroCap Value Fund.
24
|
|
(d)(6) |
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)(7) |
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)(8) |
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.
47
|
|
(d)(9) |
Investment
Sub-Advisory Agreement between Mission Institutional Advisors, LLC and Auour Investment,
LLC with respect to the Mission-Auour Risk-Managed Global Equity Fund.
47
|
|
(d)(10) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the REMS International Real Estate Value-Opportunity Fund and
the REMS Real Estate Value-Opportunity Fund. (Filed herewith)
|
|
(d)(11) |
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)(12) |
Investment
Advisory Agreement between the Registrant and Clifford Capital Partners, LLC with
respect to the Clifford Capital Partners Fund.
18
|
|
(d)(13) |
Investment
Advisory Agreement between the Registrant and Strategic Asset Management, Ltd. with
respect to the Strategic Global Long/Short Fund.
19
|
(d)(14) |
Investment
Advisory Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest S&P 500
®
Buffer Strategy Fund (formerly known
as the Cboe Vest S&P 500
®
Buffer Protect 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)(15) |
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)(16) |
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)(17) |
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)(18) |
Investment
Advisory Agreement between the Registrant and Systelligence, LLC with respect to
The E-Valuator Very Conservative (0%-15%) RMS Fund, The E-Valuator Conservative
(15%-30%) RMS Fund, The E-Valuator Conservative/Moderate (30%-50%) RMS Fund, The
E-Valuator Moderate (50%-70%) RMS Fund, The E-Valuator Growth (70%-85%) RMS Fund,
The E-Valuator Aggressive Growth (85%-99%) RMS Fund (collectively The
E-Valuator Funds).
23
|
|
(d)(19) |
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).
60
|
|
(d)(20) |
Investment
Advisory Agreement between the Registrant and Strategic Asset Management, Ltd. with
respect to the OTG Latin America Fund. (to be filed by amendment)
|
|
(d)(21) |
Investment
Advisory Agreement between the Registrant and Rule One Partners, LLC with respect
to the Rule One Fund. (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.
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 April 21, 2016 between the Registrant
and First Dominion Capital Corp with respect to the DGHM V2000 SmallCap Value Fund
and the DGHM MicroCap Value Fund (collectively the DGHM Funds).
24
|
|
(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 Cboe Vest Family of Funds.
27
|
|
(e)(11) |
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)(12) |
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)(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
®
Enhance
and Buffer Fund.
45
|
|
(e)(14) |
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)(15) |
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)(16) |
Amended
Principal Underwriter Agreement dated May 16, 2018 between the Registrant and First
Dominion Capital Corp with respect to the SIM Funds.
58
|
|
(e)(17) |
Schedule
A to the Principal Underwriter Agreement dated February XX, 2019 between the Registrant
and First Dominion Capital Corp. with respect to the OTG Latin American Fund. (to
be filed by amendment)
|
|
(e)(18) |
Schedule
A to the Principal Underwriter Agreement dated March XX, 2019 between the Registrant
and First Dominion Capital Corp. with respect to the Rule One Fund. (to be filed
by amendment)
|
|
(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 Strategic Global Long/Short Fund.
43
|
|
(g)(10) |
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)(11) |
Amended
Exhibit A to the Custody Agreement between the Registrant and Fifth Third Bank on
behalf of certain portfolio series. (Filed herewith)
|
|
(g)(12) |
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 OTG Latin America Fund. (to be
filed by amendment)
|
|
(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.
45
|
|
(h)(6) |
Fund Services
Agreement dated January 1, 2016 and Amended March 1, 2018 between the Registrant
and Commonwealth Fund Services, Inc. on behalf of the REMS Funds. (Filed herewith)
|
|
(h)(7) |
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)(8) |
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)(9) |
Amended
Fund Services Agreement dated March 1, 2017 between the Registrant and Commonwealth
Fund Services, Inc. on behalf of the DGHM Funds.
37
|
|
(h)(10) |
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)(11) |
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)(12) |
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)(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
®
Enhance
and Buffer Fund.
45
|
|
(h)(14) |
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)(15) |
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)(16) |
Fund Services
Agreement dated April 24, 2018 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the SIM Funds.
58
|
|
(h)(17) |
Fund Services
Agreement dated February XX, 2019 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the OTG Latin America Fund. (to be filed by amendment)
|
|
(h)(18) |
Fund Services
Agreement dated March XX, 2019 between the Registrant and Commonwealth Fund Services,
Inc. on behalf of the Rule One Fund. (to be filed by amendment)
|
|
(h)(19) |
Accounting
Services Agreement dated August 23, 2006 between the prior Funds Registrant
and Brown Brothers Harriman with respect to Toreador International Fund and the
Mission-Auour Risk-Managed Equity Fund.
10
|
|
(h)(20) |
Novation
Agreement dated August 15, 2014 for Accounting Services between the Registrant and
Brown Brothers Harriman with respect to Toreador International Fund and the Mission-Auour
Risk-Managed Equity Fund.
10
|
|
(h)(21) |
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)(22) |
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)(23) |
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 OTG Latin America
Fund. (to be filed by amendment)
|
|
(h)(24) |
Expense
Limitation Agreement between the Registrant and Union Street Partners, LLC with
respect to the shares of the Union Street Partners Value Fund.
63
|
|
(h)(25) |
Expense
Limitation Agreement between the Registrant and Perkins Capital Management, Inc.
with respect to shares of the Perkins Discovery Fund.
60
|
(h)(26) |
Expense
Limitation Agreement between the Registrant and Dalton, Greiner, Hartman, Maher
& Co., LLC with respect to the DGHM Funds.
60
|
|
(h)(27) |
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)(28) |
Expense
Limitation Agreement between the Registrant and Real Estate Management Services
Group, LLC with respect to the REMS International Real Estate Value-Opportunity
Fund. (Filed herewith)
|
|
(h)(29) |
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. (Filed herewith)
|
|
(h)(30) |
Amended
Expense Limitation Agreement between the Registrant and Toreador Research &
Trading, LLC with respect to the Toreador Funds.(Filed herewith)
|
|
(h)(31) |
Expense
Limitation Agreement between the Registrant and Mission Institutional Advisors,
LLC with respect to the Mission-Auour Risk-Managed Global Equity Fund.
47
|
|
(h)(32) |
Expense
Limitation Agreement between the Registrant and Strategic Asset Management, Ltd.
with respect to the Strategic Global Long/Short Fund.
65
|
|
(h)(33) |
Expense
Limitation Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest Family of Funds.(Filed herewith)
|
|
(h)(34) |
Amended
Expense Limitation Agreement between the Registrant and Systelligence, LLC, with
respect to The E-Valuator Funds. (Filed herewith)
|
|
(h)(35) |
Expense
Limitation Agreement between the Registrant and Secure Investment Management, LLC,
with respect to the SIM Funds.
60
|
|
(h)(36) |
Expense
Limitation Agreement between the Registrant and Strategic Asset Management, Ltd.
with respect to the OTG Latin America Fund. (to be filed by amendment)
|
|
(h)(37) |
Expense
Limitation Agreement between the Registrant and Rule One Partners, LLC with respect
to the Rule One Fund. (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 December 21, 2016, with respect to Institutional Class Shares
and Investor Class Shares to the Toreador Funds.
63
|
|
(h)(40) |
Shareholder
Services Plan, dated April 21, 2016, with respect to the Cboe Vest Funds Class A
Shares and Class C Shares.
27
|
|
(h)(41) |
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)(42) |
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)(43) |
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)(44) |
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)(45) |
Shareholder
Services Plan, dated April 21, 2016, with respect to The E-Valuator Funds Investor
Class Shares and Institutional Class Shares.
23
|
|
(h)(46) |
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)(47) |
Shareholder
Services Plan, dated February XX, 2019, with respect to the OTG Latin America Fund
Class A Shares and Class C Shares. (to be filed by amendment)
|
|
(h)(48) |
Administrative
Services Agreement dated April 18, 2018, with respect to the SIM Funds.
60
|
|
(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.
63
|
|
(i)(3) |
Opinion
and Consent of Legal Counsel for Perkins Discovery Fund.
42
|
|
(i)(4) |
Consent
of Legal Counsel for Perkins Discovery Fund.
60
|
|
(i)(5) |
Opinion
and Consent of Legal Counsel for DGHM V2000 Small Cap Value Fund.
42
|
|
(i)(6) |
Consent
of Legal Counsel for DGHM Funds.
58
|
|
(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.
59
|
|
(i)(9) |
Consent
of Legal Counsel for Toreador Funds.
62
|
|
(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.
55
|
|
(i)(17) |
Opinion
and Consent of Legal Counsel for REMS International Real Estate Value-Opportunity
Fund.
42
|
|
(i)(18) |
Consent
of Legal Counsel for REMS International Real Estate Value-Opportunity Fund.
15
|
|
(i)(19) |
Opinion
and Consent of Legal Counsel for REMS Real Estate Income 50/50 Fund.
5
|
|
(i)(20) |
Opinion
of Legal Counsel for REMS Real Estate Income 50/50 Fund.
9
|
|
(i)(21) |
Opinion
and Consent of Legal Counsel for REMS Real Estate Value-Opportunity Fund.
6
|
(i)(22) |
Opinion
of Legal Counsel for REMS Real Estate Value-Opportunity Fund.
9
|
|
(i)(23) |
Consent
of Legal Counsel for REMS International Real Estate Value-Opportunity Fund, REMS
Real Estate Income 50/50 Fund and REMS Real Estate Value-Opportunity Fund.
56
|
|
(i)(24) |
Opinion
and Consent of Legal Counsel for Clifford Capital Partners Fund.
18
|
|
(i)(25) |
Consent
of Legal Counsel for Clifford Capital Partners Fund.
64
|
|
(i)(26) |
Opinion
and Consent of Legal Counsel for Strategic Global Long/Short Fund.
19
|
|
(i)(27) |
Consent
of Legal Counsel for Strategic Global Long/Short Fund.
65
|
|
(i)(28) |
Opinion
and Consent of Legal Counsel for Cboe Vest Funds.
27
|
|
(i)(29) |
Opinion
and Consent of Legal Counsel for Cboe Vest Enhanced Growth Funds.
28
|
|
(i)(30) |
Consent
of Legal Counsel for Cboe Vest Family of Funds.
52
|
|
(i)(31) |
Opinion
and Consent of Legal Counsel for Cboe Vest S&P 500
®
Dividend Aristocrats
Target Income Fund.
39
|
|
(i)(32) |
Opinion
and Consent of Legal Counsel for Cboe Vest S&P 500
®
Enhance and
Buffer Fund.
44
|
|
(i)(33) |
Opinion
and Consent of Legal Counsel for Cboe Vest S&P 500
®
Buffer 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)(34) |
Opinion
and Consent of Legal Counsel for The E-Valuator Funds.
23
|
|
(i)(35) |
Consent
of Legal Counsel for The E-Valuator Funds. (Filed herewith)
|
|
(i)(36) |
Opinion
and Consent of Legal Counsel for the SIM Funds.
53
|
|
(i)(37) |
Opinion
and Consent of Legal Counsel for OTG Latin America Fund. (to be filed by amendment)
|
|
(i)(38) |
Opinion
and Consent of Legal Counsel for Rule One Fund. (to be filed by amendment)
|
|
(j)(1) |
Consent
of Independent Public Accountants for Union Street Partners Value Fund.
63
|
|
(j)(2) |
Consent
of Independent Public Accountants for Perkins Discovery Fund.
60
|
|
(j)(3) |
Consent
of Independent Public Accountants for DGHM Funds.
58
|
|
(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 and REMS Real Estate Value-Opportunity
Fund.
62
|
|
(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.
62
|
|
(j)(9) |
Consent
of Independent Registered Public Accounting firm for the Mission-Auour Risk-Managed
Global Equity Fund.
55
|
|
(j)(10) |
Consent
of Independent Registered Public Accounting firm for Clifford Capital Partners Fund.
64
|
|
(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.(Filed
herewith)
|
|
(j)(14) |
Consent
of Independent Registered Public Accounting firm for Strategic Global Long/Short
Fund.
65
|
|
(j)(15) |
Consent
of Independent Registered Public Accounting firm for OTG Latin America Fund. (to
be filed by amendment)
|
|
(j)(16) |
Consent
of Independent Registered Public Accounting firm for Rule One Fund. (to be filed
by amendment)
|
|
(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 May 16, 2018, for the Investor Class Shares,
Class A Shares and Class C Shares of the B. Riley Diversified Equity Fund.
59
|
|
(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.
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 November 10, 2015, for the Clifford Capital Partners
Fund.
18
|
|
(m)(11) |
Amended
Distribution and Shareholder Services Plan Pursuant to Rule 12b-1, dated February
18, 2016, for the Strategic Global Long/Short Fund.
19
|
|
(m)(12) |
Distribution
Plan Pursuant to Rule 12b-1, dated July 6, 2016, for the Cboe Vest Family of Funds.
27
|
(m)(13) |
Distribution
Plan Pursuant to Rule 12b-1, dated August 24, 2016, for the Cboe Vest Enhanced Growth
Funds.
28
|
|
(m)(14) |
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)(15) |
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)(16) |
Distribution
Plan Pursuant to Rule 12b-1, dated April 21, 2016, for The E-Valuator Funds.
23
|
|
(m)(17) |
Distribution
Plan Pursuant to Rule 12b-1, dated February XX, 2019 for the OTG Latin America Fund.
(to be filed by amendment)
|
|
(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.
59
|
|
(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.
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)(10) |
Rule 18f-3
Multiple Class Plan for The E-Valuator Funds.
23
|
|
(n)(11) |
Rule 18f-3
Multiple Class Plan for the OTG Latin America Fund. (to be filed by amendment).
|
|
(o) |
Reserved.
|
|
(p)(1) |
Code of
Ethics for the Registrant.
41
|
|
(p)(2) |
Code of
Ethics for Principal Underwriter.
58
|
|
(p)(3) |
Code of
Ethics for Union Street Partners, LLC.
63
|
|
(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
|
|
(p)(17) |
Code of
Ethics for Rule One Partners, LLC.
(to be provided by amendment)
|
|
(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).
|
|
58. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on June
28, 2018. (File Nos. 333-148723 and 811-22172).
|
|
59. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
16, 2018. (File Nos. 333-148723 and 811-22172).
|
|
60. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on July
30, 2018. (File Nos. 333-148723 and 811-22172).
|
|
61. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on August
28, 2018. (File Nos. 333-148723 and 811-22172).
|
|
62. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on October
1, 2018. (File Nos. 333-148723 and 811-22172).
|
|
63. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
28, 2019. (File Nos. 333-148723 and 811-22172).
|
|
64. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
28, 2019. (File Nos. 333-148723 and 811-22172).
|
|
65. |
Incorporated
by reference to Registrants Registration Statement on Form N-1A filed on January
28, 2019. (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.
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 Global Long/Short Fund
and the OTG Latin America Fund).
|
|
m) |
Clifford
Capital Partners, LLC, 395 S. Main Street, #203 Alpine, Utah 84020 (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 620, 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).
|
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. 323 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 January, 2019.
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. 323 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
(d)(10) |
Investment
Advisory Agreement between the Registrant and Real Estate Management Services Group,
LLC with respect to the REMS International Real Estate Value-Opportunity Fund and
the REMS Real Estate Value-Opportunity Fund.
|
|
(g)(11) |
Amended
Exhibit A to the Custody Agreement between the Registrant and Fifth Third Bank on
behalf of certain portfolio series.
|
|
(h)(6) |
Fund Services
Agreement dated January 1, 2016 and Amended March 1, 2018 between the Registrant
and Commonwealth Fund Services, Inc. on behalf of the REMS Funds.
|
|
(h)(28) |
Expense
Limitation Agreement between the Registrant and Real Estate Management Services
Group, LLC with respect to the REMS International Real Estate Value-Opportunity
Fund.
|
|
(h)(29) |
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.
|
|
(h)(30) |
Amended
Expense Limitation Agreement between the Registrant and Toreador Research &
Trading, LLC with respect to the Toreador Funds.
|
|
(h)(33) |
Expense
Limitation Agreement between the Registrant and Cboe Vest Financial LLC, with respect
to the Cboe Vest Family of Funds.
|
|
(h)(34) |
Amended
Expense Limitation Agreement between the Registrant and Systelligence, LLC, with
respect to The E-Valuator Funds.
|
|
(i)(35) |
Consent
of Legal Counsel for The E-Valuator Funds.
|
|
(j)(13) |
Consent
of Independent Registered Public Accounting firm for The E-Valuator Funds.
|
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT (the Agreement) is made by and between World Funds Trust (the Trust), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and Real Estate Management Services Group, LLC (the Adviser), a Florida limited liability company with its principal place of business in Naples, Florida. This Agreement is made effective as to each Fund (defined below) as of the date set forth on the set of schedules to this Agreement identified as Schedule A and then numerically designated (e.g., Schedule A-1) attached hereto as of the Effective Date noted on each Schedule A with respect to each of the Funds.
WITNESSETH
WHEREAS, the Board of Trustees (the Board) of the Trust has selected the Adviser to act as investment adviser to the series portfolios of the Trust set forth on Schedule A to this Agreement (each, a Fund and collectively, the Funds, as such schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:
1. | THE ADVISERS SERVICES. | |||
(a) |
Discretionary
Investment Management Services
. The Adviser shall act as investment adviser
with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision
of the Board, regularly provide each Fund with investment research, advice and supervision
and shall furnish continuously an investment program for each Fund, consistent with
the respective investment objectives and policies of each Fund. The Adviser shall
determine, from time to time, what securities shall be purchased for each Fund,
what securities shall be held or sold by each Fund and what portion of each Funds assets shall be held uninvested in cash, subject always to the provisions
of the Trusts Agreement and Declaration of Trust (Declaration of Trust), as amended and supplemented (the Declaration of Trust), Bylaws
and its registration statement on Form N-1A (the Registration Statement)
under the 1940 Act, and under the Securities Act of 1933, as amended (the 1933
Act), as filed with the Securities and Exchange Commission (the Commission), and with the investment objectives, policies and restrictions of each Fund,
as each of the same shall be from time to time in effect. To carry out such obligations,
and to the extent not prohibited by any of the foregoing, the Adviser shall exercise
full discretion and act for each Fund in the same manner and with the same force
and effect as each Fund itself might or could do with respect to purchases, sales
or other transactions, as well as with respect to all other such things necessary
or incidental to the furtherance or conduct of such purchases, sales or other transactions.
No reference in this Agreement to the Adviser having full discretionary authority
over each Funds investments shall in any way limit the right of the Board,
in its sole discretion, to establish or revise policies in connection with the management
of a Funds assets or to otherwise exercise its right to control the overall
management of a Fund.
|
|||
(b) |
Compliance
. The Adviser agrees to comply with the requirements of the 1940 Act, the Investment
Advisers Act of 1940, as amended (the Advisers Act), the 1933 Act, the
Securities Exchange Act of 1934, as amended (the 1934 Act), and the
respective rules and regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules and regulations that relate to the
services and relationships described hereunder and to the conduct of its business
as a registered investment adviser. The Adviser also agrees to comply with the objectives,
policies and restrictions set forth in the Registration Statement, as amended or
supplemented, of each Fund, and with any policies, guidelines, instructions and
procedures approved by the Board and provided to the Adviser. In selecting each
Funds portfolio securities and performing the Advisers obligations hereunder,
the Adviser shall use its best efforts to cause the Fund to comply with the diversification
and source of income requirements of Subchapter M of the Internal Revenue
|
1
Code of 1986,
as amended (the Code), for qualification as a regulated investment company.
The Adviser shall maintain compliance procedures that it reasonably believes are
adequate to ensure its compliance with the foregoing. No supervisory activity undertaken
by the Board shall limit the Advisers full responsibility for any of the foregoing.
|
||||
(c) |
Recordkeeping
. The Adviser agrees to preserve any Trust records that it creates or possesses
that are required to be maintained under the 1940 Act and the rules thereunder (Fund Books and Records) for the periods prescribed by Rule 31a-2 under
the 1940 Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser agrees that all such records are the property of the Trust and will
surrender promptly to the Trust any of such records upon the Trusts request.
|
|||
(d) |
Holdings
Information and Pricing
. The Adviser shall provide regular reports regarding
Fund holdings, and shall, on its own initiative, furnish the Trust and its Board
from time to time with whatever information the Adviser believes is appropriate
for this purpose, and at the request of the Board, such information and reports
requested by the Board. The Adviser agrees to notify the Trust as soon as practicable
if the Adviser reasonably believes that the value of any security held by a Fund
may not reflect fair value. The Adviser agrees to provide any pricing information
of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent
to assist in the determination of the fair value of any Fund holdings for which
market quotations are not readily available or as otherwise required in accordance
with the 1940 Act or the Trusts valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods established by
the Board.
|
|||
(e) |
Cooperation
with Agents of the Trust
. The Adviser agrees to cooperate with and provide reasonable
assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust
pricing agents and all other agents and representatives of the Trust with respect
to such information regarding each Fund as such entities may reasonably request
from time to time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and use appropriate interfaces established
by such persons so as to promote the efficient exchange of information and compliance
with applicable laws and regulations.
|
|||
(f) |
Delegation
of Authority
. Any of the duties, responsibilities and obligations of the Adviser
specified in this Section 1 and throughout the remainder of this Agreement with
respect to one or more Funds may be delegated by the Adviser, at the Advisers
expense, to an appropriate party (a Sub-Adviser), subject to such approval
by the Board and shareholders of the applicable Funds to the extent required by
the 1940 Act. The Adviser shall oversee the performance of delegated duties by any
Sub-Adviser and shall furnish the Board with periodic reports concerning the performance
of delegated responsibilities by such Sub- Adviser. The retention of a Sub-Adviser
by the Adviser pursuant to this Paragraph 1(f) shall in no way reduce the responsibilities
and obligations of the Adviser under this Agreement and the Adviser shall be responsible
to the Trust for all acts or omissions of any Sub-Adviser to the same extent the
Adviser would be liable hereunder. Insofar as the provisions of this Agreement impose
any restrictions, conditions, limitations or requirements on the Adviser, the Adviser
shall take measures through its contract with, or its oversight of, the Sub-Adviser
that attempt to impose similar (insofar as the circumstances may require) restrictions,
conditions, limitations or requirements on the Sub-Adviser.
|
|||
2. |
CODE OF ETHICS
. The Adviser has adopted a written code of ethics (Advisers Code of Ethics) that it reasonably believes complies with the requirements
of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser
has adopted procedures reasonably designed to ensure compliance with the Advisers Code of Ethics. Upon request, the Adviser shall provide the Trust with a
copy of the Advisers Code of Ethics, as in effect from time to time, and any
proposed amendments thereto that the Chief Compliance Officer (CCO)
of the Trust determines should be presented to the Board, and (ii) certification
that it has adopted procedures reasonably necessary to prevent Access Persons from
engaging in any conduct prohibited by the Advisers Code of Ethics. Annually,
the Adviser shall furnish a written report to the Board, which complies with the
requirements of Rule 17j-1, concerning the Advisers Code of Ethics. The Adviser
shall respond to requests for information from the Trust as to violations of the
Advisers Code of Ethics by Access Persons and the sanctions imposed by the
Adviser.
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The Adviser shall notify the Trust as soon as practicable after it becomes aware
of any material violation of the Advisers Code of Ethics, whether or not such
violation relates to a security held by any Fund.
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3. |
INFORMATION AND REPORTING
. The Adviser shall provide the Trust and its respective
officers with such periodic reports concerning the obligations the Adviser has assumed
under this Agreement as the Trust may from time to time reasonably request.
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(a) |
Notification
of Breach / Compliance Reports
. The Adviser shall notify the Trusts CCO promptly
upon detection of: (i) any material failure to manage any Fund in accordance with
its investment objectives and policies or any applicable law; or (ii) any material
breach of any of each Funds or the Advisers policies, guidelines or
procedures with respect to the Fund. In addition, the Adviser shall respond to quarterly
requests for information concerning the Funds compliance with its investment
objectives and policies, applicable law, including, but not limited to the 1940
Act and Subchapter M of the Code, and the Funds policies, guidelines or procedures
as applicable to the Advisers obligations under this Agreement. The Adviser
agrees to correct any such failure promptly and to take any action that the Board
may reasonably request in connection with any such breach. Upon request, the Adviser
shall also provide the officers of the Trust with supporting certifications in connection
with such certifications of Fund financial statements and disclosure controls pursuant
to the Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event:
(x) the Adviser is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public board,
or body, involving the affairs of the Trust (excluding class action suits in which
a Fund is a member of the plaintiff class by reason of the Funds ownership
of shares in the defendant) or the compliance by the Adviser with the federal or
state securities laws; or (y) of an actual change in control of the Adviser resulting
in an assignment (as defined in Section 15) that has occurred or is
otherwise proposed to occur.
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(b) |
Board and
Filings Information
. The Adviser will also provide the Trust with any information
reasonably requested regarding its management of each Fund required for any meeting
of the Board, or for any shareholder report on Form N-CSR, Form N-Q, Form N-PX,
Form N-SAR, Registration Statement or any amendment thereto, proxy statement, prospectus
supplement, or other form or document to be filed by the Trust with the Commission.
The Adviser will make its officers and employees available to meet with the Board
from time to time on a reasonable basis on due notice to review its investment management
services to each Fund in light of current and prospective economic and market conditions
and shall furnish to the Board such information as may reasonably be necessary in
order for the Board to evaluate this Agreement or any proposed amendments thereto.
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(c) |
Transaction
Information
. The Adviser shall furnish to the Trust such information concerning
portfolio transactions as may be necessary to enable the Trust or its designated
agent to perform such compliance testing on each Fund and the Advisers services
as the Trust may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent in no way
relieves the Adviser of its own responsibilities under this Agreement.
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4. |
BROKERAGE
.
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(a) |
Principal
Transactions
. In connection with purchases or sales of securities for the account
of a Fund, neither the Adviser nor any of its directors, officers or employees will
act as a principal or agent or receive any commission except as permitted by the
1940 Act.
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(b) |
Placement
of Orders
. The Adviser shall place all orders for the purchase and sale of portfolio
securities for each Funds account with brokers or dealers selected by the
Adviser. The Adviser will not execute transactions with a broker dealer which is
an affiliated person of the Trust except in accordance with procedures adopted
by the Board. The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to each Fund and at commission rates
which are reasonable in relation to the benefits
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received.
In selecting brokers or dealers qualified to execute a particular transaction, brokers
or dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the 1934 Act) to each Fund and/or the
other accounts over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for each
Fund which is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Adviser determines in good faith
that such amount of commission is reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall responsibilities
which the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Board shall periodically review the commissions
paid by each Fund to determine if the commissions paid over representative periods
of time were reasonable in relation to the benefits received by each Fund.
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5. |
CUSTODY
. Nothing in this Agreement shall permit the Adviser to take or receive
physical possession of cash, securities or other investments of a Fund.
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6. |
ALLOCATION OF CHARGES AND EXPENSES
. The Adviser will bear its own costs of providing
services hereunder. Other than as herein specifically indicated or otherwise agreed
to in a separate signed writing, the Adviser shall not be responsible for a Funds expenses, including brokerage and other expenses incurred in placing orders
for the purchase and sale of securities and other investment instruments.
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7. | REPRESENTATIONS, WARRANTIES AND COVENANTS . | |||
(a) |
Properly
Registered
. The Adviser is registered with the Commission as an investment adviser
under the Advisers Act, and will remain so registered for the duration of this Agreement.
The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing
the services contemplated by this Agreement, and to the best knowledge of the Adviser,
there is no proceeding or investigation pending or threatened that is reasonably
likely to result in the Adviser being prohibited from performing the services contemplated
by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence
of any event that would disqualify the Adviser from serving as an investment adviser
to an investment company. The Adviser is in compliance in all material respects
with all applicable federal and state law in connection with its investment management
operations.
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(b) |
ADV Disclosure
. The Adviser has provided the Board with a copy of its Form ADV and will, promptly
after amending its Form ADV, furnish a copy of such amendments to the Trust. The
information contained in the Advisers Form ADV is accurate and complete in
all material respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under which they
were made, not misleading.
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(c) |
Fund Disclosure
Documents
. The Adviser has reviewed and will in the future review the Registration
Statement and any amendments or supplements thereto, the annual or semi- annual
reports to shareholders, other reports filed with the Commission and any marketing
material of a Fund (collectively the Disclosure Documents) and represents
and warrants that with respect to disclosure about the Adviser, the manner in which
the Adviser manages the Fund or information relating directly or indirectly to the
Adviser, such Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and do not and will not omit any statement
of material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading.
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(d) |
Use of
the Names REMS and Select Value
. The Adviser has the
right to use the names REMS and Select Value or any derivation
thereof in connection with its services to the Trust and, subject to the terms set
forth in Section 8 of this Agreement, the Trust shall have the right to use the
name REMS and Select Value in connection with the management
and operation of each Fund. The Adviser is not aware of any actions, claims, litigation
or proceedings existing or threatened that would adversely affect or prejudice the
rights of the
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Adviser or
the Trust to use the name REMS and Select Value that it
has not otherwise disclosed to the Board.
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(e) |
Insurance
. The Adviser maintains errors and omissions insurance coverage in the amount
disclosed to the Trust in connection with the Boards approval of the Agreement
and shall provide prior written notice to the Trust: (i) of any material changes
in its insurance policies or insurance coverage; or (ii) if any material claims
will be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable
request, provide the Trust with any information it may reasonably require concerning
the amount of or scope of such insurance.
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(f) |
No Detrimental
Agreement
. The Adviser represents and warrants that it has no arrangement or
understanding with any party, other than the Trust, that would influence the decision
of the Adviser with respect to its selection of securities for a Fund and its management
of the assets of the Fund, and that all selections shall be done in accordance with
what is in the best interest of the Fund.
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(g) |
Conflicts
. The Adviser shall act honestly, in good faith and in the best interests of
its clients and the Fund. The Adviser maintains a Code of Ethics which defines the
standards by which the Adviser conducts its operations consistent with its fiduciary
duties and other obligations under applicable law.
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(h) |
Representations
. The representations and warranties in this Section 7 shall be deemed to be
made on the date this Agreement is executed and at the time of delivery of the quarterly
compliance report required by Section 3(a), whether or not specifically referenced
in such report.
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8. |
THE NAME REMS
. The Adviser grants to the Trust a license to use the
name REMS (the Name) as part of the name of any Fund during
the term of this Agreement. The foregoing authorization by the Adviser to the Trust
to use the Name as part of the name of any Fund is not exclusive of the right of
the Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges
and agrees that, as between the Trust and the Adviser, the Adviser has the right
to use, or authorize others to use, the Name. The Trust shall: (i) only use the
Name in a manner consistent with uses approved by the Adviser; (ii) use its best
efforts to maintain the quality of the services offered using the Name; and (iii)
adhere to such other specific quality control standards as the Adviser may from
time to time promulgate. At the request of the Adviser, the Trust will (i) submit
to the Adviser representative samples of any promotional materials using the Name,
and (ii) change the name of any Fund within three months of its receipt of the Advisers request, or such other shorter time period as may be required under the terms
of a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund. As soon as practicable following the termination of this Agreement, but
in no event longer than three months, the Trust shall cease the use of the Name
and any related logos or any confusingly similar name and/or logo in connection
with the marketing or operation of the Funds.
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9. |
ADVISERS COMPENSATION
. Each Fund shall pay to the Adviser, as compensation
for the Advisers services hereunder, a fee, determined as described in
Schedule A
that is attached hereto and made a part hereof. Such fee shall be computed daily
and paid not less than monthly in arrears by each Fund. The method for determining
net assets of a Fund for purposes hereof shall be the same as the method for determining
net assets for purposes of establishing the offering and redemption prices of Fund
shares as described in the Funds Registration Statement. In the event of termination
of this Agreement, the fee provided in this Section shall be computed on the basis
of the period ending on the last business day on which this Agreement is in effect
subject to a pro rata adjustment based on the number of days elapsed in
the current month as a percentage of the total number of days in such month.
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10. |
INDEPENDENT CONTRACTOR
. In the performance of its duties hereunder, the Adviser
is and shall be an independent contractor and, unless otherwise expressly provided
herein or otherwise authorized in writing, shall have no authority to act for or
represent the Trust or any Fund in any way or otherwise be deemed to be an agent
of the Trust or any Fund. If any occasion should arise in which the Adviser gives
any advice to its clients concerning the shares of a Fund, the Adviser will act
solely as investment counsel for such clients and not in any way on behalf of the
Fund.
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11. |
ASSIGNMENT AND AMENDMENTS
. This Agreement shall automatically terminate, without
the payment of any penalty, in the event of its assignment (as defined
in Section 15). This Agreement may not be added to or changed orally and may not
be modified or rescinded except by a writing signed by the parties hereto and in
accordance with the requirements of the 1940 Act, when applicable.
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12. | DURATION AND TERMINATION . | |||||
(a) |
This Agreement shall become effective as of the date executed with respect to a particular
Fund and shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(a)(ii) hereof and unless terminated automatically
as set forth in Section 11 hereof or until terminated as follows:
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i. |
Either party
hereto may, at any time on sixty (60) days prior written notice to the other,
terminate this Agreement, without payment of any penalty. With respect to a Fund,
termination may be authorized by action of the Board or by an affirmative
vote of a majority of the outstanding voting securities of the Fund (as defined
in Section 15); or
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ii. |
This Agreement
shall automatically terminate two years from the date of its execution with respect
to a particular Fund unless the terms of such contract and any renewal thereof is
specifically approved at least annually thereafter by (i) a majority vote of the
Trustees, including a majority vote of such Trustees who are not parties to the
Agreement or interested persons (as defined in Section 15) of the Trust
or the Adviser, at an in-person meeting called for the purpose of voting on such
approval, or (ii) the vote of a majority of the outstanding voting securities of
each Fund; provided, however, that if the continuance of this Agreement is submitted
to the shareholders of each Fund for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the Adviser may continue
to serve hereunder as to each Fund in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
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(b) |
In the event of termination of this Agreement for any reason, the Adviser shall,
immediately upon notice of termination or on such later date as may be specified
in such notice, cease all activity on behalf of the Fund and with respect to any
of its assets, except as otherwise required by any fiduciary duties of the Adviser
under applicable law. In addition, the Adviser shall deliver the Fund Books and
Records to the Trust by such means and in accordance with such schedule as the Trust
shall direct and shall otherwise cooperate, as reasonably directed by the Trust,
in the transition of portfolio asset management to any successor of the Adviser.
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13. |
NOTICE
. Any notice or other communication required by or permitted to be given
in connection with this Agreement shall be in writing, and shall be delivered in
person or sent by first-class mail, postage prepaid, to the respective parties at
their last known address, or by e-mail or fax to a designated contact of the other
party or such other address as the parties may designate from time to time. Oral
instructions may be given if authorized by the Board and preceded by a certificate
from the Trusts Secretary so attesting. Notices to the Trust shall be directed
to Commonwealth Companies, 8730 Stony Point Parkway, Suite 205, Richmond, VA, 23235
Attention: President; and notices to the Adviser shall be directed to 1100 Fifth
Avenue South, Suite 305, Naples, Florida 34102, Attention: President.
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14. |
CONFIDENTIALITY
. The Adviser 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 the Adviser 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 the Adviser 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.
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15. |
CERTAIN DEFINITIONS
. For the purpose of this Agreement, the terms affirmative
vote of a majority of the outstanding
voting securities of the Fund, assignment and interested
person shall have their respective meanings as defined in the 1940 Act and
rules and regulations thereunder, subject, however, to such exemptions as may be
granted by the Commission under the 1940 Act or any interpretations of the Commission
staff.
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16. |
LIABILITY
OF THE ADVISER
. Neither the Adviser nor its officers, directors, employees,
agents, affiliated persons or controlling persons or assigns shall be liable for
any error of judgment or mistake of law or for any loss arising out of any investment
or for any act or omission in the execution of securities transactions of a Fund;
provided that nothing in this Agreement shall be deemed to protect the Adviser against
any liability to a Fund or its shareholders to which the Adviser would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or obligations hereunder or by reason of its reckless
disregard of its duties or obligations hereunder.
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17. |
RELATIONS
WITH THE TRUST
. It is understood that the Trustees, officers and shareholders
of the Trust are or may be or become interested persons of the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the Adviser
are or may be or become interested persons of the Fund, and that the Adviser may
be or become interested persons of the Fund as a shareholder or otherwise.
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18. |
ENFORCEABILITY
. 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. This Agreement
shall be severable as to each Fund.
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19. |
LIMITATION
OF LIABILITY
. The Adviser is expressly put on notice of the limitation of liability
as set forth in the Declaration of Trust or other Trust organizational documents
and agrees that the obligations assumed by each Fund pursuant to this Agreement
shall be limited in all cases to each Fund and each Funds respective assets,
and the Adviser shall not seek satisfaction of any such obligation from shareholders
or any shareholder of each Fund. In addition, the Adviser shall not seek satisfaction
of any such obligations from the Trustees of the Trust or any individual Trustee.
The Adviser understands that the rights and obligations of any Fund under the Declaration
of Trust or other organizational document are separate and distinct from those of
any of and all other Funds.
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20. |
NON-EXCLUSIVE
SERVICES
. The services of the Adviser to the Trust are not deemed exclusive,
and the Adviser shall be free to render similar services to others, to the extent
that such service does not affect the Advisers ability to perform its duties
and obligations hereunder.
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21. |
GOVERNING
LAW
. This Agreement shall be governed by and construed to be in accordance with
the laws of the State of Delaware, without preference 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 State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter shall
control. 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 1940
Act shall be resolved by reference to such term or provision of the 1940 Act and
to any interpretations thereof, if any, by the United States courts or in the absence
of any controlling decision of any such court, by the Commission or its staff. In
addition, where the effect of a requirement of the 1940 Act, reflected in any provision
of this Agreement, is revised by rule, regulation, order or interpretation of the
Commission or its staff, such provision shall be deemed to incorporate the effect
of such revised rule, regulation, order or interpretation.
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22. |
PARAGRAPH
HEADINGS; SYNTAX
. 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 contract requires.
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23. |
COUNTERPARTS
. This Agreement may be executed in two or more counterparts, each of which,
when so executed, shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.
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Signature Page to Follow
7
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed on their behalf by their duly authorized officers as of the dates noted on the Schedule As attached hereto.
WORLD FUNDS TRUST | |||
/s/ David A. Bogaert | |||
Signature | |||
By: David A. Bogaert | |||
Title: President and Principal Executive Officer | |||
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC | |||
/s/ John Webster | |||
Signature | |||
By: John Webster | |||
Title: President |
8
SCHEDULE A-1 |
Investment Advisory Agreement |
between |
World Funds Trust (the Trust) and |
Real Estate Management Services Group LLC (the Adviser) |
The Trust will pay to the Adviser as compensation for the Advisers services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance the following fee schedule:
Fund | Asset Breakpoint | Rate | Effective Date |
REMS Real Estate Value-Opportunity Fund | None | 0.90% | May 1, 2018 |
WORLD FUNDS TRUST | |||
/s/ David A. Bogaert | |||
Signature | |||
By: David A. Bogaert | |||
Title: President and Principal Executive Officer | |||
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC | |||
/s/ John Webster | |||
Signature | |||
By: John Webster | |||
Title: President |
9
SCHEDULE A-2 |
Investment Advisory Agreement |
between |
World Funds Trust (the Trust) and |
Real Estate Management Services Group LLC (the Adviser) |
The Trust will pay to the Adviser as compensation for the Advisers services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance the following fee schedule:
Fund | Asset Breakpoint | Rate | Effective Date |
REMS International Real Estate Value-Opportunity Fund | None | 1.00% | May 15, 2018 |
WORLD FUNDS TRUST | |||
/s/ David A. Bogaert | |||
Signature | |||
By: David A. Bogaert | |||
Title: President and Principal Executive Officer | |||
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC | |||
/s/ John Webster | |||
Signature | |||
By: John Webster | |||
Title: President |
10
Dated: November 13, 2018
EXHIBIT A |
TO THE CUSTODY AGREEMENT |
BETWEEN WORLD FUNDS TRUST |
AND FIFTH THIRD BANK |
April 22, 2015 |
Amended as of September 20, 2017 |
Amended as of November 13, 2018 |
Name of Fund | Date | ||
Toreador Core Fund | April 22, 2015 | ||
Toreador Explorer Fund | April 22, 2015 | ||
Clifford Capital Partners Fund | November 10, 2015 | ||
Toreador Select Fund | April 21, 2016 | ||
DGHM MicroCap Value Fund | April 21, 2016 | ||
DGHM V2000 SmallCap Value Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (January) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (February) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (March) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (April) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (May) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (June) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (July) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (August) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (September) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (October) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (November) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Buffer Strategy (December) Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (January) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (February) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (March) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (April) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (May) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (June) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (July) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (August) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (September) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (October) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (November) Fund | August 24, 2016 | ||
CBOE Vest S&P 500® Enhanced Growth Strategy (December) Fund | August 24, 2016 | ||
The E-Valuator Very Conservative RMS Fund | April 21, 2016 | ||
The E-Valuator Conservative RMS Fund | April 21, 2016 | ||
The E-Valuator Tactically Managed RMS Fund | April 21, 2016 | ||
The E-Valuator Moderate RMS Fund | April 21, 2016 | ||
The E-Valuator Growth RMS Fund | April 21, 2016 | ||
The E-Valuator Aggressive Growth RMS Fund | April 21, 2016 | ||
CBOE Vest S&P 500® Dividend Aristocrats Target Income Fund | July 14, 2017 | ||
CBOE Vest S&P500® Enhance and Buffer Fund | July 14, 2017 | ||
Mission-Auour Global Risk Managed Equity Fund | September 20, 2017 |
SIM U.S. Core Managed Volatility Fund | September 20, 2017 | ||
SIM Global Core Managed Volatility Fund | September 20, 2017 | ||
SIM Global Moderate Managed Volatility Fund | September 20, 2017 | ||
SIM Global Equity Fund | September 20, 2017 | ||
SIM Income Fund | September 20, 2017 |
Signatures: |
WORLD FUNDS TRUST |
By: /s/ David A Bogaert |
Name: David A Bogaert |
Its: President and Principal Executive Officer |
FIFTH THIRD BANK |
By: /s/ Ryan Henrich |
Name: Ryan Henrich |
ts: Vice President |
Commonwealth Fund Services, Inc. |
|
AMENDED FUND SERVICES AGREEMENT |
Accounting Services |
Administration Services |
Transfer Agency Services |
Between |
Commonwealth Fund Services, Inc. |
and |
World Funds Trust |
Exhibit A | | Series Portfolios |
Exhibit B | | Administrative Services |
Exhibit C | | Accounting Services |
Exhibit D | | Transfer Agency Services |
Exhibit E | | Fees and Expenses |
FUND SERVICES AGREEMENT |
January 1, 2016 |
Amended as of March 1, 2018 |
AGREEMENT (this Agreement), dated as of the date(s) noted above, 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
1
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
2
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
3
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.
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(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
5
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 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
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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
8
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.
9
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 | |||
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(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.
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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.
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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.
* * * * * * * * | ||
Signature Page Follows | ||
* * * * * * * * |
13
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: February 20, 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: February 20, 2018 | |||
Print Name: David A. Bogaert | |||
Title: President |
14
EXHIBIT A |
to |
Fund Services Agreement |
List of Funds |
Amended as of February 20, 2018 |
Fund Name | Effective Date | End Date of Initial Term |
REMS Real Estate Value- Opportunity Fund | March 1, 2018 | December 31, 2019 |
REMS International Real Estate Value-Opportunity Fund | March 1, 2018 | December 31, 2019 |
REMS Real Estate Income 50/50 Fund | March 1, 2018 | December 31, 2019 |
Select Value Real Estate Securities Fund | March 1, 2018 | December 31, 2019 |
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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.
|
|||
(d) |
The performance
of fund accounting, including the accounting services agents calculation of
the net asset value (NAV) of each Funds shares.
|
|||
3. |
For new series or classes, obtain CUSIP numbers, as necessary, and estimate organizational
costs and expenses and monitor against actual disbursements.
|
|||
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.
|
|||
5. |
Prepare and assist with reports for the Board as may be mutually agreed upon by the
parties.
|
|||
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.
|
|||
7. |
Prepare and mail annual Trustees and Officers questionnaires.
|
16
8. | Maintain general Board calendars and regulatory filings calendars. | |||
9. |
As mutually agreed to by the parties, prepare updates to and maintain copies of the
Trusts trust instrument and by-laws.
|
|||
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.
|
|||
11. |
Prepare selected management reports for performance and compliance analyses agreed
upon by the Trust and CFS from time to time.
|
|||
12. |
Advise the Trust and the Board on matters concerning each Fund and its affairs.
|
|||
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.
|
|||
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.
|
|||
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.
|
|||
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.
|
|||
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:
|
|||
(a) |
Amendments
to each Funds Registration Statement on Form N-1A.
|
|||
(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.
|
|||
(c) | Notices pursuant to Rule 24f-2. | |||
(d) | Proxy materials. | |||
(e) |
Reports to
the SEC on Form N-SAR, Form N-CSR, Form N-Q and Form N-PX.
|
17
18. | Coordinate each Funds annual or SEC audit by: | |||
(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.
|
|||
(b) |
Providing
appropriate financial schedules (as requested by each Funds independent public
accountants or SEC examiners); and
|
|||
(c) | Providing office facilities as may be required. | |||
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.
|
|||
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.
|
|||
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,
|
18
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
|
19
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.
|
20
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. |
21
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.
|
22
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
|
23
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 interest holder 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 master- feeder structure,
to the transfer agent or interest holder 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
|
24
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
|
25
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
|
26
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;
|
27
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
|
28
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 t
|
29
WORLD FUNDS TRUST
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT , effective as of the dates set forth on Schedule A by and between Real Estate Management Services Group, 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 (the 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, with respect to each of the Funds, and the Adviser have entered into an Advisory Agreement (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 Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level no greater than 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. | Expense Limitation . | |||
a. |
Applicable
Expense Limit
. To the extent that the aggregate expenses of every character
incurred by a Fund in any fiscal year, including but not limited to investment advisory
fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act, 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 1.2 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
|
1
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
fiscal 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 fiscal
year shall equal the Excess Amount.
|
|||
2. | Reimbursement of Fee Waivers and Expense Reimbursements. | |||
a. |
Reimbursement.
If, during any fiscal month in which the Advisory Agreement is still in effect,
the estimated aggregate Fund Operating Expenses of such Fund for the fiscal 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 sum of all investment advisory fees waived or reduced and other payments
remitted by the Adviser with respect to a particular class of such Fund pursuant
to Section 1 hereof, for a three year period following the date such waiver or reduction
was made or payment was remitted by the Adviser (Reimbursement Amount), less any
reimbursement previously paid by such Fund to the Adviser, pursuant to this Section
2.a, with respect to such waivers, reductions, and payments. 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 2.a., such reimbursement 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. |
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 2 shall be a liability of the Fund for
purposes of determining the Funds net asset value.
|
2
c. |
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 fiscal 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 fiscal year (including any reimbursement payments hereunder
with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
|
|||
d. |
Limitation
of Liability
. The Adviser shall look only to the assets of the Fund for which
it waived or reduced fees or remitted payments for reimbursement under this Agreement
and for payment of any claim hereunder, and neither the Fund, nor any of the Trusts trustees, officers, employees, agents, or shareholders, whether past, present
or future shall be personally liable therefor.
|
|||
3. | Term and Termination of Agreement. | |||
This Agreement
with respect to each of the Funds shall continue in effect until the expiration
date set forth on Schedule A (the Expiration Date). With regard to the
Operating Expense Limits, the Trusts Board of Trustees and the Advisor may
terminate or modify this Agreement prior to the Expiration Date only by mutual written
consent. This Agreement shall terminate automatically upon the termination of the
Advisory Agreement; provided, however, that the obligation of the Trust to reimburse
the Adviser with respect to the Fund shall survive the termination of this Agreement
unless the Trust and the Adviser agree otherwise.
|
||||
4. | 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 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.
|
3
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 | |
Real Estate Management Services Group, LLC | |
By: /s/ John Webster | |
Name: John Webster | |
Title: President |
4
SCHEDULE A |
to the |
EXPENSE LIMITATION AGREEMENT (the Agreement) |
between |
WORLD FUNDS TRUST (the Trust) |
and |
Real Estate Management Services Group, LLC |
This Agreement relates to the following Funds of the Trust:
Fund | Maximum Annual | Effective Date | Expiration Date | ||||
Operating Expense Limit | |||||||
REMS International Real | 1.00% | January 1, 2019 | April 30, 2019 | ||||
Estate Value Opportunity | |||||||
Fund |
5
WORLD FUNDS TRUST
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT , effective as of the dates set forth on Schedule A by and between B. Riley Asset Management, a Division of B. Riley Capital Management, 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 (the 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, with respect to each of the Funds, and the Adviser have entered into an Advisory Agreement (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 Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level no greater than 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. | Expense Limitation . | |||
a. |
Applicable
Expense Limit
. To the extent that the aggregate expenses of every character
incurred by a Fund in any fiscal year, including but not limited to investment advisory
fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act, 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 1.2 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
fiscal 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 fiscal
year shall equal the Excess Amount.
|
|||
2. | Reimbursement of Fee Waivers and Expense Reimbursements. | |||
a. |
Reimbursement.
If, during any fiscal month in which the Advisory Agreement is still in effect,
the estimated aggregate Fund Operating Expenses of such Fund for the fiscal 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 sum of all investment advisory fees waived or reduced and other payments
remitted by the Adviser with respect to a particular class of such Fund pursuant
to Section 1 hereof, for a three year period following the date such waiver or reduction
was made or payment was remitted by the Adviser (Reimbursement Amount), less any
reimbursement previously paid by such Fund to the Adviser, pursuant to this Section
2.a, with respect to such waivers, reductions, and payments 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 2.a., such reimbursement 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. |
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 2 shall be a liability of the Fund for
purposes of determining the Funds net asset value.
|
|||
c. |
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 fiscal 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 fiscal year (including any reimbursement payments hereunder
with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
|
||||
d. |
Limitation of Liability
. The Adviser shall look only to the assets of the Fund for which
it waived or reduced fees or remitted payments for reimbursement under this Agreement
and for payment of any claim hereunder, and neither the Fund, nor any of the Trusts trustees, officers, employees, agents, or shareholders, whether past, present
or future shall be personally liable therefor.
|
|||
3. | Term and Termination of Agreement. | |||
This Agreement
with respect to each of the Funds shall continue in effect until the expiration
date set forth on Schedule A (the Expiration Date). With regard to the
Operating Expense Limits, the Trusts Board of Trustees and the Advisor may
terminate or modify this Agreement prior to the Expiration Date only by mutual written
consent. This Agreement shall terminate automatically upon the termination of the
Advisory Agreement; provided, however, that the obligation of the Trust to reimburse
the Adviser with respect to the Fund shall survive the termination of this Agreement
unless the Trust and the Adviser agree otherwise.
|
||||
4. | 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 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 | |
B Riley Asset Management, a Division of B. Riley Capital | |
Management, LLC | |
By: B Riley Capital Management, LLC | |
By: /s/ Thomas Kelleher | |
Name: Thomas Kelleher | |
Title: President |
4
SCHEDULE A
to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
B Riley Asset Management, a Division of B. Riley Capital
Management, LLC
This Agreement relates to the following Funds of the Trust:
Maximum Annual | Effective Date | Expiration Date | |||||
Fund | Operating Expense Limit | ||||||
B. Riley Diversified Equity Fund | 1.25% | June 1, 2018 | April 30, 2020 |
5
WORLD FUNDS TRUST
AMENDED EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT , effective as of the dates set forth on Schedule A by and between Toreador Research and Trading, 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 (the 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, with respect to each of the Funds, and the Adviser have entered into an Advisory Agreement (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 Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level no greater than 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. | Expense Limitation . | |||
a. |
Applicable
Expense Limit
. To the extent that the aggregate expenses of every character
incurred by a Fund in any year, including but not limited to investment advisory
fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act, fees paid pursuant to any administrative
services plan, 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 1.2 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
|
1
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 fiscal
year shall equal the Excess Amount.
|
|||
2. | 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 fiscal 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 sum of all investment advisory fees waived or reduced and other payments
remitted by the Adviser with respect to a particular class of such Fund pursuant
to Section 1 hereof, for a three year period following the date such waiver or reduction
was made or payment was remitted by the Adviser (Reimbursement Amount), less any
reimbursement previously paid by such Fund to the Adviser, pursuant to this Section
2.a, with respect to such waivers, reductions, and payments. 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 2.a., such reimbursement 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. |
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 2 shall be a liability of the Fund for
purposes of determining the Funds net asset value.
|
2
c. |
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 fiscal 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 fiscal year (including any reimbursement payments hereunder
with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
|
|||
d. |
Limitation of Liability
. The Adviser shall look only to the assets of the Fund for which
it waived or reduced fees or remitted payments for reimbursement under this Agreement
and for payment of any claim hereunder, and neither the Fund, nor any of the Trusts trustees, officers, employees, agents, or shareholders, whether past, present
or future shall be personally liable therefor.
|
|||
3. | Term and Termination of Agreement. | |||
This Agreement
with respect to each of the Funds shall continue in effect until the expiration
date set forth on Schedule A (the Expiration Date). With regard to the
Operating Expense Limits, the Trusts Board of Trustees and the Advisor may
terminate or modify this Agreement prior to the Expiration Date only by mutual written
consent. This Agreement shall terminate automatically upon the termination of the
Advisory Agreement; provided, however, that the obligation of the Trust to reimburse
the Adviser with respect to the Fund shall survive the termination of this Agreement
unless the Trust and the Adviser agree otherwise.
|
||||
4. | 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 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.
|
3
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 | |
Toreador Research and Trading, LLC | |
By: /s/ Paul Blinn | |
Name: Paul Blinn | |
Title: Managing Director |
4
SCHEDULE A
to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
Toreador Research and Trading, LLC
This Agreement relates to the following Funds of the Trust:
Fund | Maximum Annual Operating Expense Limit | Effective Date | Expiration Date | |||
Toreador Core Fund | 0.95% | August 31, 2018 | August 31, 2019 | |||
Toreador Explorer Fund | 0.83% | August 31, 2018 | August 31, 2019 | |||
Toreador International Fund | 0.84% | August 31, 2018 | August 31, 2019 | |||
Toreador Select Fund | 0.75% | August 31, 2018 | August 31, 2019 |
5
WORLD FUNDS TRUST
EXPENSE LIMITATION
AGREEMENT
Amended as of April 24, 2018
Amended as of August 16, 2018
THIS EXPENSE LIMITATION AGREEMENT , is made by and between Cboe Vest Financial, LLC (the "Adviser") and World Funds Trust (the Trust) (Agreement), on behalf of the series of the Trust set forth in the set of schedules to this Agreement identified as Schedule A and then numerically designated (e.g., Schedule A-1) attached hereto (each a Fund, and collectively, the Funds) as of the Effective Date noted on each Schedule A with respect to each Fund.
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 July 6, 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 Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level 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 each Schedule A hereto;
NOW THEREFORE , the parties hereto agree as follows:
1. | Expense Limitation . | |||
a. |
Applicable
Expense Limit
. To the extent that the aggregate expenses of every character
incurred by a Fund in any fiscal year, 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 1.2 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 each 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
|
1
amount
no higher than the lowest Maximum Annual Operating Expense Limit applicable to a
particular class of shares of a Fund. 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
fiscal 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 fiscal
year shall equal the Excess Amount.
|
|||
2. | Reimbursement of Fee Waivers and Expense Reimbursements. | |||
a. |
Reimbursement
. If, during any fiscal month in which the Advisory Agreement is still in effect,
the estimated aggregate Fund Operating Expenses of a class of shares of such Fund
for the fiscal 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 sum of all investment advisory fees waived
or reduced and other payments remitted by the Adviser with respect to a particular
class of such Fund pursuant to Section 1 hereof, for a three year period following
the date such waiver or reduction was made or payment was remitted by the Adviser
(Reimbursement Amount), less any reimbursement previously paid by such Fund to
the Adviser, pursuant to this Section 2.a, with respect to such waivers, reductions,
and payments. 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 2.a, such reimbursement
shall not cause the Fund Operating Expenses to exceed the Maximum Annual Operating
Expense Limit that was in place with respect to each class of a Fund at the time
the Adviser waived or reduced its advisory fees or reimburse other expenses for
such class of the Fund.
|
|||
b. |
Method of Computation
. To determine each Funds accrual (with respect to each
class), if any, to reimburse the Adviser for the Reimbursement Amount, each month
the Fund Operating Expenses of each class of shares of the Fund shall be annualized
as of the last day of the month. If the annualized Fund Operating Expenses of a
class of shares of the Fund for any month are less than the Maximum Annual Operating
Expense Limit of such class of shares of such Fund, such Fund shall accrue with
respect to the particular class 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 the particular
class of shares 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 2 shall be a liability of the Fund for purposes
of determining the Funds net asset value.
|
|||
c. |
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 fiscal 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 fiscal year (including any reimbursement payments hereunder
with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
|
2
3. | Term and Termination of Agreement. | |||
a. |
This Agreement
shall continue in effect with respect to the Fund until such date as noted on each
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; provided
that, in the case of termination by the Adviser, such action shall be authorized
by resolution of a majority of the Non-Interested Trustees of the Trust or by a
vote of a majority of the outstanding voting securities of the Trust.
|
|||
4. | 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 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.
|
|||
* * * * * |
3
IN WITNESS, WHEREOF,
the parties
hereto have caused this instrument to be executed on their behalf by their duly
authorized officers as of the dates noted on the Schedule as attached hereto.
WORLD FUNDS TRUST
On behalf of
the
Funds Noted on the Schedules to this Agreement
By:
/s/ David A. Bogaert
Name: David A. Bogaert
Title: President and Principal Executive Officer
CBOE VEST FINANCIAL, LLC
By:
/s/ J. Steven Neamtz
Name: J. Steven Neamtz
Title: Senior Managing Director
4
SCHEDULE A-2 to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
Cboe Vest Financial, LLC
Fund |
Maximum
Annual
Operating Expense Limit |
Effective
Date |
Expiration
Date |
Cboe Vest
S&P 500
®
Buffer 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 Cboe Vest S&P 500 ® Buffer Strategy (December) Fund The following classes of shares of each of the foregoing Funds shall be subject to the Maximum Annual Operating Expense Limit noted in this schedule: Class A Shares Class C Shares Investor Class Shares Institutional Class Shares Class Y Shares |
0.95% 0.95% 0.95% 0.95% 0.70% |
March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 August 16, 2018 |
February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 |
IN WITNESS, WHEREOF, the parties hereto have caused this instrument to be executed on their behalf by their duly authorized officers as of the dates noted on this Schedule.
WORLD FUNDS TRUST
On behalf of
the
Funds noted on this Schedules to the Agreement
By:
/s/ David A. Bogaert
Name: David A. Bogaert
Title: President and Principal Executive Officer
CBOE VEST FINANCIAL, LLC
By:
/s/ J. Steven Neamtz
Name: J. Steven Neamtz
Title: Senior Managing Director
5
SCHEDULE A-3
to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
Cboe Vest Financial, LLC
Fund |
Maximum
Annual
Operating Expense Limit |
Effective Date | Expiration Date |
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 The following classes of shares of each of the foregoing Funds shall be subject to the Maximum Annual Operating Expense Limit noted in this schedule: Class A Shares Class C Shares Investor Class Shares Institutional Class Shares Class Y Shares |
0.95% 0.95% 0.95% 0.95% 0.70% |
March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 August 16, 2018 |
February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 |
IN WITNESS, WHEREOF, the parties hereto have caused this instrument to be executed on their behalf by their duly authorized officers as of the dates noted on this Schedule.
WORLD FUNDS TRUST
On behalf of
the
Funds noted on this Schedules to the Agreement
By:
/s/ David A. Bogaert
Name: David A. Bogaert
Title: President and Principal Executive Officer
CBOE VEST FINANCIAL, LLC
By:
/s/ J. Steven Neamtz
Name: J. Steven Neamtz
Title: Senior Managing Director
6
SCHEDULE A-4
to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
Cboe Vest Financial, LLC
Fund | Maximum Annual Operating Expense Limit | Effective Date | Expiration Date |
Cboe Vest
S&P 500
®
Dividend Aristocrats Target Income Fund
The following classes of shares of each of the foregoing Funds shall be subject to the Maximum Annual Operating Expense Limit noted in this schedule: Class A Shares Class C Shares Investor Class Shares Institutional Class Shares Class Y Shares |
0.95% 0.95% 0.95% 0.95% 0.70% |
March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 |
February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 |
IN WITNESS, WHEREOF, the parties hereto have caused this instrument to be executed on their behalf by their duly authorized officers as of the dates noted on this Schedule.
WORLD FUNDS TRUST
On behalf of
the
Funds noted on this Schedules to the Agreement
By:
/s/ David A. Bogaert
Name: David A. Bogaert
Title: President and Principal Executive Officer
CBOE VEST FINANCIAL, LLC
By:
/s/ J. Steven Neamtz
Name: J. Steven Neamtz
Title: Senior Managing Director
7
SCHEDULE A-5
to the
EXPENSE LIMITATION
AGREEMENT (the Agreement)
between
WORLD FUNDS TRUST (the Trust)
and
Cboe Vest Financial, LLC
Fund | Maximum Annual Operating Expense Limit | Effective Date | Expiration Date |
Cboe Vest
S&P 500
®
Enhance and Buffer Fund
The following classes of shares of each of the foregoing Funds shall be subject to the Maximum Annual Operating Expense Limit noted in this schedule: Class A Shares Class C Shares Investor Class Shares Institutional Class Shares Class Y Shares |
0.95% 0.95% 0.95% 0.95% 0.70% |
March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 March 1, 2018 |
February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 February 28, 2020 |
IN WITNESS, WHEREOF, the parties hereto have caused this instrument to be executed on their behalf by their duly authorized officers as of the dates noted on this Schedule.
WORLD FUNDS TRUST
On behalf of
the
Funds noted on this Schedules to the Agreement
By:
/s/ David A. Bogaert
Name: David A. Bogaert
Title: President and Principal Executive Officer
CBOE VEST FINANCIAL, LLC
By:
/s/ J. Steven Neamtz
Name: J. Steven Neamtz
Title: Senior Managing Director
8
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, 2018 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. |
1
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, 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
|
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 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.
|
3
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 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.
|
4
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: Chief Executive Officer |
5
As Amended November 14, 2018
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 | Effective Date | Expiration | |||
Operating Expense | Date | |||||
Limit | ||||||
The E-Valuator Very Conservative RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 | |||
The E-Valuator Conservative RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 | |||
The E-Valuator Tactically Managed RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 | |||
The E-Valuator Moderate RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 | |||
The E-Valuator Growth RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 | |||
The E-Valuator Aggressive Growth RMS Fund | 0.80% | February 1, 2019 | January 31, 2020 |
6
January 28, 2019
World Funds Trust
8730 Stony Point
Parkway, Suite 205
Richmond, Virginia 23235
Ladies and Gentlemen:
We hereby consent to the use of our name and to the reference to our firm under the caption Service Providers Legal Counsel in the Statement of Additional Information for The E-Valuator Very Conservative (0%-15%) RMS Fund, The E-Valuator Conservative (15%-30%) RMS Fund, The E-Valuator Conservative/Moderate (30%-50%) RMS Fund, The E-Valuator Moderate (50%-70%) RMS Fund, The E-Valuator Growth (70%-85%) RMS Fund, The E-Valuator Aggressive Growth (85%-99%) RMS Fund (the E-Valuator Funds), each a series portfolio of the World Funds Trust (the Trust), which is included in Post-Effective Amendment No. 323 to the Registration Statement under the Securities Act of 1933, as amended (No. 333-148723), and Amendment No. 324 to Registration Statement under the Investment Company Act of 1940, as amended (No. 811-22172), on Form N-1A of the Trust.
Sincerely, | |
/s/ John H. Lively | |
On behalf of Practus, LLP |
|
JOHN H. LIVELY MANAGING PARTNER |
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 November 29, 2018, relating to the financial statements and financial highlights of The E-Valuator Very Conservative (0%-15%) RMS Fund (formerly, The E-Valuator Very Conservative RMS Fund), The E-Valuator Conservative (15%-30%) RMS Fund (formerly, The E-Valuator Conservative RMS Fund), The E-Valuator Conservative/Moderate (30%-50%) RMS Fund (formerly, The E-Valuator Tactically Managed RMS Fund), The E-Valuator Moderate (50%-70%) RMS Fund (formerly, The E-Valuator Moderate RMS Fund), The E-Valuator Growth (70%-85%) RMS Fund (formerly, The E-Valuator Growth RMS Fund) and The E-Valuator Aggressive Growth (85%-99%) RMS Fund (formerly, The E-Valuator Aggressive Growth RMS Fund), each a series of World Funds Trust, for the year ended September 30, 2018, and to the references to our firm under the headings Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information.
Cohen & Company, Ltd. |
Cleveland, Ohio |
January 28, 2019 |