REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
[X]
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Pre-Effective Amendment No.
|
|
Post-Effective Amendment No. 108
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|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No. 111
|
/ X / |
immediately upon filing pursuant to paragraph (b)
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/ / |
on ________ pursuant to paragraph (b)
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/ / |
60 days after filing pursuant to paragraph (a) (1)
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/ / |
on (date) pursuant to paragraph (a) (1)
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/ / |
75 days after filing pursuant to paragraph (a) (2)
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/ / |
on (date) pursuant to paragraph (a) (2) of Rule 485(b)
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/ / |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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RISK/RETURN SUMMARY
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2
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ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
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6
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FUND MANAGEMENT
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7
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DISTRIBUTION PLAN
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8
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HOW THE FUND VALUES ITS SHARES
|
9
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HOW TO BUY SHARES
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9
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HOW TO REDEEM SHARES
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14
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DIVIDENDS, DISTRIBUTIONS AND TAXES
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16
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FINANCIAL HIGHLIGHTS
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17
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CUSTOMER PRIVACY NOTICE
|
19
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FOR ADDITIONAL INFORMATION
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Back Cover
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Investor Class
(1)
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Institutional Class
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
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None
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Maximum Contingent Deferred Sales Charge (Load)
|
None
|
None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
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None
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Redemption Fee
|
None
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None
|
Investor Class
(1)
|
Institutional Class
|
|
Management Fees
|
0.74%
|
0.74%
|
Distribution and/or Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
1.62%
|
1.62%
|
Total Annual Fund Operating Expenses
|
2.61%
|
2.36%
|
Less Management Fee Reductions and/or Expense Reimbursements
(2)
|
(1.37%)
|
(1.37%)
|
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements
|
1.24%
|
0.99%
|
(1) |
As of the date of this Prospectus, Investor Class shares are not being offered.
|
(2) |
The initials “HVIA” in the Fund’s name are an initialism for Hudson Valley Investment Advisers. Hudson Valley Investment Advisors, Inc. (the “Adviser”)
has contractually agreed, until July 1, 2019, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses of each class of shares of the Fund (exclusive of brokerage costs, taxes, interest, costs to organize the Fund, Acquired Fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to an amount not exceeding 1.24% and 0.99% of average daily net assets of Investor Class and Institutional Class shares, respectively. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to July 1, 2019, this agreement may not be modified or terminated without the approval of the Fund’s Board of Trustees (the “Board”). This agreement will terminate automatically if the Fund’s investment advisory agreement (the “Advisory Agreement”) with the Adviser is terminated.
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Class
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1 Year
|
3 Years
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5 Years
|
10 Years
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Investor
|
$126
|
$537
|
$1,119
|
$2,698
|
Institutional
|
$101
|
$461
|
$992
|
$2,446
|
Portfolio Manager
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Gustave J. Scacco
|
Since inception in September 2016
|
Chief Executive Officer/Chief Investment Officer
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· |
By contacting the Transfer Agent at 1-888-209-8710.
|
· |
By sending a written and signed request to the HVIA Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number and provide contact information for the Transfer Agent.
|
· |
Through your brokerage firm or other financial institution.
|
• |
Complete and sign the account application.
|
• |
Enclose a check payable to the HVIA Equity Fund; please reference Investor Class or Institutional Class to ensure proper crediting to your account.
|
• |
Mail the application and the check to the Transfer Agent at the following address:
|
• |
By sending a check, made payable to the HVIA Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds.
|
• |
By wire to the Fund account as described under “Opening an Account – By Wire.” Shareholders are required to call the Transfer Agent at 1-888-209-8710 before wiring funds.
|
• |
Through your brokerage firm or other financial institution.
|
• |
Name;
|
• |
Date of birth (for individuals);
|
• |
Residential or business street address (although post office boxes are still permitted for mailing); and
|
• |
Social security number, taxpayer identification number, or other identifying number.
|
· |
For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days;
|
· |
For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days.
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(a) |
Represents the period from the commencement of operations (October 3, 2016) through February 28, 2017. |
(b) |
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(c) |
Not annualized. |
(d) |
Annualized. |
(e) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
FACTS
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WHAT DOES THE HVIA EQUITY FUND (the “Fund”) DO WITH YOUR PERSONAL INFORMATION?
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Why?
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Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
What?
|
§
Social Security number
§
Assets
§
Retirement Assets
§
Transaction History
§
Checking Account Information
§
Purchase History
§
Account Balances
§
Account Transactions
§
Wire Transfer Instructions
When you are
no longer
our customer, we continue to share your information as described in this notice.
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
|
How?
|
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.
|
Reasons we can share your personal information
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Does the Fund share?
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Can you limit this sharing?
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For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
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Yes
|
No
|
For our marketing purposes –
to offer our products and services to you
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No
|
We don’t share
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For joint marketing with other financial companies
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No
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We don’t share
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For our affiliates’ everyday business purposes –
information about your transactions and experiences
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No
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We don’t share
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For our affiliates’ everyday business purposes –
information about your creditworthiness
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No
|
We don’t share
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For nonaffiliates to market to you
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No
|
We don’t share
|
Questions?
|
Call 1-888-209-8710
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Who we are
|
|
Who is providing this notice?
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HVIA Equity Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator)
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What we do
|
|
How does the Fund protect my personal information?
|
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
|
How does the Fund collect my personal information?
|
We collect your personal information, for example, when you
§
Open an account
§
Provide account information
§
Give us your contact information
§
Make deposits or withdrawals from your account
§
Make a wire transfer
§
Tell us where to send the money
§
Tell us who receives the money
§
Show your government-issued ID
§
Show your driver’s license
We also collect your personal information from other companies.
|
Why can’t I limit all sharing?
|
§
Sharing for affiliates’ everyday business purposes – information about your creditworthiness
§
Affiliates from using your information to market to you
§
Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Federal law gives you the right to limit only
|
Definitions
|
|
Affiliates
|
§
Hudson Valley Investment Advisor, Inc., the investment adviser to the Fund, could be deemed to be an affiliate.
Companies related by common ownership or control. They can be financial and nonfinancial companies.
|
Nonaffiliates
|
§
The Fund does not share with nonaffiliates so they can market to you.
Companies not related by common ownership or control. They can be financial and nonfinancial companies
|
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
§
The Fund does not jointly market.
|
· |
Alambic Mid Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, Alambic Small Cap Value Plus Fund, and Alambic Small Cap Growth Plus Fund managed by Alambic Investment Management, L.P. of San Francisco, California;
|
· |
APEXcm Small/Mid Cap Growth Fund managed by Fiera Capital, Inc. of New York, New York;
|
· |
Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut;
|
· |
Blue Current Global Dividend Fund managed by Edge Advisors, LLC, of Atlanta, Georgia;
|
· |
Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund managed by Castlemaine LLC of New York, New York;
|
· |
Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio;
|
· |
Kempner Multi-Cap Deep Value Equity Fund managed by Kempner Capital Management, Inc. of Galveston, Texas;
|
· |
Ladder Select Bond Fund managed by Ladder Capital Asset Management LLC of New York, New York;
|
· |
Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund managed by Lyrical Asset Management LP of New York, New York;
|
· |
Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, District of Columbia;
|
· |
Meehan Focus Fund managed by Edgemoor Investment Advisors, Inc. of Bethesda, Maryland;
|
· |
Navian Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky;
|
· |
Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management Inc. of New York, New York;
|
· |
Stralem Equity Fund managed by Stralem & Company, Inc. of New York, New York;
|
· |
Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California, and
|
· |
Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York.
|
Name of Trustee
|
Dollar Range of Shares of
the Fund Owned by Trustee
|
Aggregate Dollar Range of
Shares Owned of All Funds in
Trust Overseen by Trustee
|
Interested Trustee
|
||
Robert G. Dorsey
|
None
|
Over $100,000
|
Independent Trustees
|
||
John J. Discepoli
|
None
|
None
|
David M. Deptula
|
None
|
None
|
Janine L. Cohen
|
None
|
None
|
Name of Trustee
|
Compensation
From the Fund
|
Pension or Retirement Benefits Accrued As
Part of Fund Expenses
|
Estimated
Annual Benefits
Upon Retirement
|
Total Compensation
From all Funds
Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John C. Davis**
|
None
|
None
|
None
|
$13,125
|
John J. Discepoli
|
$2,900
|
None
|
None
|
$91,050
|
David M. Deptula
|
$2,750
|
None
|
None
|
$87,250
|
Janine L. Cohen
|
$2,750
|
None
|
None
|
$87,250
|
** |
Mr. Davis resigned as a Trustee on May 11, 2016.
|
Fiscal Period/Year
Ended February 28
|
Management
Fees Accrued
|
Management Fee Reductions
|
Expense
Reimbursements
|
Net Advisory
Fees Received
By Adviser
|
2017
|
$29,050
|
$29,050
|
$24,785
|
$0
|
Portfolio Manager
|
Type of Accounts
|
Total Number of Other Accounts Managed
|
Total Assets
of Other
Accounts
Managed
(million)
|
Number of
Accounts Managed
with Advisory Fee
Based on
Performance
|
Total Assets of Accounts Managed
with Advisory Fee Based on
Performance
(million)
|
Gustave J. Scacco
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
20
|
$29
|
0
|
$0
|
Name of Portfolio Manager
|
Dollar Range of Shares of the Fund
|
Gustave J. Scacco
|
B
|
Fiscal Period/Year Ended February 28
|
Brokerage Commissions
|
2017
|
$5,646
|
● |
prepare and assemble reports required to be sent to the Fund’s shareholders and arrange for the printing and dissemination of such reports;
|
● |
assemble reports required to be filed with the SEC and file such completed reports with the SEC;
|
● |
file the Fund’s federal income and excise tax returns and the Fund’s state and local tax returns;
|
● |
assist and advise the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and
|
● |
make such reports and recommendations to the Board as the Board reasonably requests or deems appropriate.
|
Fiscal Period/Year
Ended February 28
|
Administration
|
Fund Accounting
|
Transfer Agent
|
2017
|
$9,871
|
$10,262
|
$7,403
|
● |
Public disclosure regarding Portfolio Securities is made in the Fund’s Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports”), which are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Except for such Official Reports and as otherwise expressly permitted by the Trust’s policy, shareholders and other persons may not be provided with information regarding Portfolio Securities held, purchased or sold by the Fund.
|
● |
Information regarding Portfolio Securities and other information regarding the investment activities of the Fund, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Fund, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Fund and/or the Adviser in accordance with the Fund’s disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Fund and that each organization is subject to a duty of confidentiality.
|
● |
The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of the Fund.
|
● |
The Fund’s policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which the Fund purchases and sells Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
|
Type of Service Provider
|
Typical Frequency of Access
to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of semi-annual and annual reports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information
until at least 30 days old
|
Broker/dealers through which the Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
Consultant
|
Board meetings
|
Contractual
|
● |
The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by the Fund, or purchased or sold by the Fund (other than information contained in Official Reports), may be disclosed. The CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Fund or any shareholder of the Fund. The CCO must inform the Board of any such arrangements that are approved by the CCO, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval.
|
● |
Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased, or sold by the Fund.
|
Name and Year of Birth
|
Length of
Time Served
|
Position(s)
Held
with Trust
|
Principal Occupation(s)
During Past 5 Years
|
Number of Funds in Trust Overseen
by Trustee
|
Directorships
of Public
Companies
Held by
Trustee During
Past 5 Years
|
Interested Trustees
:
|
|||||
Robert G. Dorsey*^
Year of Birth: 1957
|
Since February 2012
|
Trustee
(2012 to present)
President
(June 2012 to October 2013)
|
President and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
27
|
n/a
|
Independent Trustees
:
|
|||||
John J. Discepoli^
Year of Birth: 1963
|
Since June 2012
|
Chairman
(May 2016 to present)
Trustee
(June 2012 to present)
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
|
27
|
n/a
|
David M. Deptula^
Year of Birth: 1958
|
Since June 2012
|
Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at Standard Register, Inc. (formerly The Standard Register Company) from November 2011 to January 2016; Tax Partner at Deloitte Tax LLP from 1984 to 2011
|
27
|
n/a
|
Janine L. Cohen^
Year of Birth: 1952
|
Since January 2016
|
Trustee
|
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.
|
27
|
n/a
|
* |
Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent, and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013.
|
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held
with Trust
|
Principal Occupation(s) During Past 5 Years
|
Executive Officers
:
|
|||
David R. Carson^
Year of Birth: 1958
|
Since April 2013
|
President
Of the Trust (October 2013 to present);
Vice President
Of the Trust (April 2013 to October 2013);
Principal Executive Officer of Alambic Mid Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, and Alambic Small Cap Value Plus Fund
(April 2017 to present);
Principal Executive Officer of APEXcm Small/Mid Cap Growth Fund
(April 2017 to present);
Principal Executive Officer of Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund
(April 2017 to present);
Principal Executive Officer of Blue Current Global Dividend Fund
(April 2017 to present);
Principal Executive Officer of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund
(April 2017 to present);
|
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, The Huntington Funds (2005 to 2013), The Flex-Funds (2006 to 2011), Meeder Financial (2007 to 2011), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013).
|
|
|
Principal Executive Officer of Cincinnati Asset Management Funds: Broad Market Strategic Income Fund
(April 2017 to present);
Principal Executive Officer of HVIA Equity Fund
(April 2017 to present);
Principal Executive Officer of the Kempner Multi-Cap Deep Value Equity Fund
(April 2017 to present);
Principal Executive Officer of Ladder Select Bond Fund
(April 2017 to present);
Principal Executive Officer of Lyrical U.S. Hedged Value Fund and Lyrical U.S. Value Equity Fund
(April 2017 to present);
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
(April 2017 to present);
Principal Executive Officer of Navian Waycross Long/Short Equity Fund
(April 2017 to present)
Principal Executive Officer of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund
(October 2014 to present);
|
|
Principal Executive Officer of Stralem Equity Fund
(October 2016 to present);
Principal Executive Officer of Topturn OneEighty Fund
(April 2017 to present);
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
(April 2017 to present)
|
|||
Jennifer L. Leamer^
Year of Birth: 1976
|
Since April 2014
|
Treasurer (2014 to present); Assistant Treasurer (April 2014 to October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst (2007 to 2014)
|
Bo J. Howell^
Year of Birth: 1981
|
Since October 2014
|
Secretary
(2015 to present);
Assistant Secretary (2014)
|
President of Valued Advisers Trust (2017 to present); Secretary, CM Advisors Family of Funds (2017 to present); Secretary, Williamsburg Investment Trust (2017 to present); Secretary, Unified Series Trust (2016 to 2017); V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Daniel D. Bauer^
Year of Birth: 1977
|
Since April 2016
|
Assistant Treasurer
|
Assistant Mutual Fund Controller (September 2015 to present); Fund Accounting Manager (March 2012 to August 2015); Senior Fund Accountant (March 2011 to March 2012) of Ultimus Fund Solutions, LLC
|
Frank L. Newbauer^
Year of Birth: 1954
|
Since February 2012
|
Assistant Secretary (2015 to present); Secretary (2012 to 2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
|
^ |
Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
|
1. |
PURPOSE; DELEGATION
|
2. |
DEFINITIONS
|
3. |
POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED
FUNDS AND OTHER INVESTMENT COMPANIES.
|
4. |
POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO
SECURITIES
|
5. |
CONFLICTS OF INTEREST
|
6. |
ROUTINE PROPOSALS
|
7. |
PROXY MANAGER APPROVAL
|
8. |
PROXY VOTING PROCEDURES
|
9. |
FORM N-PX
|
10. |
INVESTMENT ADVISERS’ VOTING PROCEDURES
|
● |
All employees will forward any proxy materials received on behalf of clients to
|
● |
the Proxy Manager; the Proxy Manager will determine which client accounts hold the security to which the proxy relates; and
|
● |
absent material conflicts, the Proxy Manager will determine how Hudson Valley Investment Advisors, Inc. should vote the proxy in accordance with applicable voting guidelines, complete the proxy and vote the proxy in a timely and appropriate manner.
|
● |
Hudson Valley Investment Advisors, Inc. will provide required disclosures in response to Item 17 of Form ADV Part 2A summarizing this proxy voting policy and procedures, including a statement that clients may request information regarding how Hudson Valley Investment Advisors, Inc. voted a client's proxies;
|
● |
Hudson Valley Investment Advisors, Inc.'s disclosure summary will include a description of how clients may obtain a copy of the firm's proxy voting policies and procedures; and
|
● |
Hudson Valley Investment Advisors, Inc.'s proxy voting practice is disclosed in the firm's advisory agreement(s).
|
● |
all client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to Chief Compliance Officer; and
|
● |
in response to any request, Chief Compliance Officer will prepare a written response to the client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how Hudson Valley Investment Advisors, Inc. voted the client's proxy with respect to each proposal about which client inquired.
|
● |
in the absence of specific voting guidelines from the client, Hudson Valley Investment Advisors, Inc. will vote proxies in the best interests of each particular client. Hudson Valley Investment Advisors, Inc.'s policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on Hudson Valley Investment Advisors, Inc.'s voting authority in the same manner that they may place such restrictions on the actual selection of account securities;
|
● |
Hudson Valley Investment Advisors, Inc. will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non-audit services;
|
● |
Hudson Valley Investment Advisors, Inc. will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights; and
|
● |
in reviewing proposals, Hudson Valley Investment Advisors, Inc. will further consider the opinion of management and the effect on management, and the effect on shareholder value and the issuer's business practices.
|
● |
Hudson Valley Investment Advisors, Inc. will conduct quarterly reviews to identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Hudson Valley Investment Advisors, Inc. with the issuer of each security to determine if Hudson Valley Investment Advisors, Inc. or any of its employees has any financial, business or personal relationship with the issuer;
|
● |
if a material conflict of interest exists, Chief Compliance Officer will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation; and
|
● |
Hudson Valley Investment Advisors, Inc. will maintain a record of the voting resolution of any conflict of interest.
|
● |
these policies and procedures and any amendments;
|
● |
each proxy statement that Hudson Valley Investment Advisors, Inc. receives;
|
● |
a record of each vote that Hudson Valley Investment Advisors, Inc. casts;
|
● |
a record of each vote that Hudson Valley Investment Advisors, Inc. casts for the underlined securities in the funds managed and sub-advised will be captured on the N-PX form and filed with the SEC on an annual basis;
|
● |
any document Hudson Valley Investment Advisors, Inc. created that was material to making a decision how to vote proxies, or that memorializes that decision including periodic reports to Chief Compliance Officer or proxy committee, if applicable; and
|
● |
a copy of each written request from a client for information on how Hudson Valley Investment Advisors, Inc. voted such client's proxies, and a copy of any written response.
|
RISK/RETURN SUMMARY
|
2
|
ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
|
12
|
FUND MANAGEMENT
|
26
|
DISTRIBUTION PLAN
|
27
|
HOW THE FUND VALUES ITS SHARES
|
28
|
HOW TO BUY SHARES
|
29
|
HOW TO REDEEM SHARES
|
33
|
DIVIDENDS, DISTRIBUTIONS AND TAXES
|
35
|
FINANCIAL HIGHLIGHTS
|
36
|
CUSTOMER PRIVACY NOTICE
|
38
|
FOR ADDITIONAL INFORMATION
|
41
|
Advisor Class
(1)
|
Institutional Class
|
|
Shareholder Fees
(fees paid directly from your investment)
|
||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
None
|
Maximum Contingent Deferred Sales Charge (Load)
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
Redemption Fee
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
||
Management Fees
|
0.75%
|
0.75%
|
Distribution and/or Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
1.51%
|
1.51%
|
Acquired Fund Fees and Expenses
(2)
|
0.02%
|
0.02%
|
Total Annual Fund Operating Expenses
|
2.53%
|
2.28%
|
Less Management Fee Reductions and/or Expense Reimbursements
(3)
|
(1.31%)
|
(1.31%)
|
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements
|
1.22%
|
0.97%
|
(1) |
As of the date of this Prospectus, Advisor Class shares are not being offered.
|
(2) |
“Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements” will not correlate to the ratios of expenses to the average net assets in the Fund’s Financial Highlights, which reflect the operating expenses of the Fund and do not include “Acquired Fund Fees and Expenses”.
|
(3) |
Ladder Capital Asset Management LLC (the “Adviser”)
has contractually agreed, until July 31, 2019, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses of each class of shares of the Fund (exclusive of portfolio transaction and other investment-related costs (including brokerage costs); taxes; interest; costs to organize the Fund; Acquired Fund Fees and Expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a distribution or service plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to an amount not exceeding 0.95% of average daily net assets of the applicable class of shares. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed: (i) the expense limitation then in effect, if any; and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to July 31, 2019, this agreement may not be modified or terminated without the approval of the Fund’s Board of Trustees (the “Board”). This agreement will terminate automatically if the Fund’s investment advisory agreement (the “Advisory Agreement”) with the Adviser is terminated.
|
Class
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Advisor
|
$124
|
$525
|
$1,090
|
$2,629
|
Institutional
|
$99
|
$448
|
$962
|
$2,376
|
· |
Non-Investment Grade Securities Risk.
To the extent the Fund invests in securities of non-investment grade quality, which are securities rated non-investment grade by an NRSRO (commonly referred to as “high yield securities” or “junk bonds”) or, if unrated, judged to be non-investment grade quality by the Adviser, it is likely to be subject to greater levels of interest rate, credit and liquidity risk than funds that do not invest in such securities. These securities are considered inherently speculative because of the uncertainty regarding the issuer’s 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, which could reduce the Fund’s ability to sell these securities. If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment.
|
· |
Credit Risk.
Credit risk is the risk that the issuer or guarantor of a debt security (including mortgage-backed securities), or the counter-party to a derivative contract, will default or otherwise become unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, including as a result of bankruptcy. To the extent the Fund invests in lower-rated securities, the Fund will be subject to a higher level of credit risk than a fund that invests only in the highest rated securities.
|
· |
Duration Risk.
Duration measures the time-weighted expected cash flows of a debt security, which can determine its sensitivity to changes in interest rates. Duration risk is another factor that can affect the value of the Fund’s portfolio. In general, but not in all cases, the higher the portfolio’s duration, the higher its yield and the greater its price sensitivity to changes in interest rates. Conversely, the lower the portfolio’s duration, the lower the yield, but the greater the price stability.
|
· |
Income Risk.
Income risk is the risk related to the primary source of the Fund’s current income: interest payments from debt securities. An economic downturn or an increase in interest rates may have an adverse effect on an issuer’s ability to timely make payments of principal and interest. If the issuer fails to make timely interest or principal payments, then the Fund’s current income will be reduced.
|
· |
Interest Rate Risk.
Interest rate risk is the risk of losses attributable to changes in interest rates. The price of a debt security is dependent upon interest rates. The share price and total return of the Fund will vary in response to changes in interest rates. A rise in interest rates will generally cause the value of debt securities to decrease. The Fund may be subject to greater risk of rising interest rates due to the current period of historically low interest rates. Interest rate changes may have different effects on the values of mortgage-related securities because of prepayment and extension risks.
|
· |
Counterparty Risk.
The Fund’s investment in derivatives involves the risks that the counterparty will default on its obligation to pay the Fund.
|
· |
Futures Risk.
The loss that may be incurred in futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, because of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses to the Fund. Futures contracts may be illiquid. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement on each futures contract. Futures transactions involve additional risks, including counterparty risk, hedging risk, and pricing risk.
|
· |
Options Risk.
Options trading is a highly specialized activity that involves unique investment techniques and risks. The value of options can be highly volatile, and their use can result in loss if the Adviser is incorrect in its expectation of price fluctuations. Options are subject to correlation risk because there may be an imperfect correlation between the options and the underlying asset that cause a given transaction to fail to achieve its objectives. The successful use of options depends on the Adviser’s ability to correctly predict future price fluctuations and the degree of correlation between the options and such assets. Options are also particularly subject to leverage risk and can be subject to liquidity risk.
|
· |
Swap Agreement Risk.
Swap agreements can be either bilateral agreements traded over the counter or exchange-traded agreements. The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a counterparty. Swap agreements may be illiquid and therefore may increase the Fund’s exposure to the credit risk of each counterparty.
|
· |
Commercial Mortgages Risk.
Commercial mortgage loans underlying the CMBS in which the Fund invests are subject to the ability of the commercial property owner to generate net income from operating the property (and not the independent income or assets of the borrower). Any reductions in net operating income increase the risks of delinquency, foreclosure, and default, which could result in losses to the Fund. Net operating income of an income-producing property can be affected by many factors, including, but not limited to, the ongoing need for capital improvements, particularly in older structures; changes in operating expenses; changes in general or local market conditions; changes in tenant mix and performance; the occupancy or rental rates of the property or, for a property that requires new leasing activity, a failure to lease the property in accordance with the projected leasing schedule; competition from comparable property types or properties; unskilled or inexperienced property management; limited availability of mortgage funds or fluctuations in interest rates that may render the sale and refinancing of a property difficult; development projects that experience cost overruns or otherwise fail to perform as projected, including, without limitation, failure to complete planned renovations, repairs, or construction; unanticipated increases in real estate taxes and other operating expenses; challenges to the borrower’s claim of title to the real property; environmental considerations; zoning laws and other governmental rules and policies; unanticipated structural defects or costliness of maintaining the property; uninsured losses, such as possible acts of terrorism; a decline in the operational performance of a facility on the real property (including multifamily rental facilities, office properties, retail facilities, hospitality facilities, healthcare-related facilities, industrial facilities, warehouse facilities, restaurants, mobile home facilities, recreational or resort facilities, arenas or stadiums, religious facilities, parking lot facilities, or other facilities); and severe weather-related damage to the property or its operation. Additional risks may be presented by the type and use of a particular commercial property.
|
· |
Real Estate Companies Risk.
REITs are tax-advantaged investment vehicles that primarily invest in real estate and real estate-related securities, including mortgages. Investments in REITS and other securities issued by real estate companies are subject to risks inherent in the real estate market, including risks related to changes in interest rates, possible declines in the value of and demand for real estate, adverse general and local economic conditions, possible lack of availability of mortgage funds, overbuilding in a given market and environmental problems.
|
Portfolio Managers
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Brian Harris
|
Since inception in September 2016
|
Chief Executive Officer
|
Craig Sedmak
|
Since inception in September 2016
|
Managing Director
|
· |
Non-Investment Grade Securities Risk.
To the extent the Fund invests in securities of non-investment grade quality, which are securities rated non-investment grade by an NRSRO or, if unrated, judged to be non-investment grade quality by the Adviser (commonly referred to as “high yield securities” or “junk bonds”), it is likely to be subject to greater levels of interest rate, credit and liquidity risk than funds that do not invest in such securities. These securities are considered predominately speculative because of the uncertainty regarding the issuer’s 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, which could reduce the Fund’s ability to sell these securities. If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment.
|
· |
Credit Risk.
Credit risk is the risk that the issuer or guarantor of a debt security (including mortgage-backed securities), or the counter-party to a derivative contract, will default or otherwise become unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, including as a result of bankruptcy. For example, if the issuer fails to pay interest, the Fund’s income will be reduced. If the issuer fails to repay principal, the value of that security and of the Fund’s shares may be reduced. Various factors could affect the actual or perceived willingness or ability of an issuer to make timely interest of principal payments, including changes in the financial condition of the issuer or in general economic conditions. Debt securities backed by an issuer’s taxing authority may be subject to legal limits on the issuer’s power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt securities are backed only by revenues derived from a particular project or source, rather than by an issuer’s taxing authority, and thus may have a greater risk of default. Rating agencies assign credit ratings to certain debt securities to indicate their credit risk. To the extent the Fund invests in lower rated debt securities or unrated securities of comparable quality, the Fund will be subject to a higher level of credit risk than a fund that invests only in the highest rated debt securities. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Fund may be required to retain legal counsel, which may increase the Fund’s operating expenses and adversely affect its NAV. A default, downgrade or credit impairment of a security could result in a significant or even total loss of the investment. If the Fund purchases unrated debt securities, or if the ratings of securities held by the Fund are lowered after purchase, the Fund will depend on the Adviser’s analysis of credit risk more heavily than usual.
|
· |
Duration Risk.
Duration measure the time-weighted expected cash flows of a debt security, which can determine its sensitivity to changes in interest rates. Duration risk is another factor that can affect the value of the Fund’s debt security holdings. In general, but not in all cases, the higher the duration of a debt security, the higher its yield and the greater its price sensitivity to changes in interest rates. Conversely, the lower the duration, the lower the yield but the greater the price stability.
|
· |
Income Risk.
Income risk is the risk related to the primary source of the Fund’s current income: interest payments from debt securities. An economic downturn or an increase in interest rates may have an adverse effect on an issuer’s ability to timely make payments of principal and interest. If the issuer fails to make timely interest or principal payments, then the Fund’s current income will be reduced.
|
· |
Interest Rate Risk.
Interest rate risk is the risk of losses attributable to changes in interest rates. The price of a debt security is dependent upon interest rates. The share price and total return of the Fund, when investing a significant portion of its assets in debt securities, will vary in response to changes in interest rates. A rise in interest rates will generally cause the value of debt securities to decrease. Actions by governments and central banking authorities may result in increases in interest rates. Conversely, a decrease in interest rates will generally cause the value of debt securities to increase. Interest rate declines may also increase prepayments of debt obligations. Consequently, changes in interest rates may have a significant effect on the Fund, especially if the Fund is holding a significant portion of its assets in debt securities that are particularly sensitive to interest rate fluctuations, such as debt securities with longer maturities, zero coupon bonds, and debentures. The Fund may be subject to greater risk of rising interest rates due to the current period of historically low interest rates. Interest rate changes may have different effects on the values of mortgage-related securities held by the Fund because of prepayment and extension risks.
|
· |
Counterparty Risk.
The Fund’s investment in derivatives involves the risks that the counterparty will default on its obligation to pay the Fund. The Fund may enter into various types of derivative contracts. These derivative contracts may be privately negotiated in the OTC market. These contracts involve exposure to credit risk of the counterparty, since contract performance depends in part on the financial condition of the counterparty. If a privately negotiated OTC contract calls for payments by the Fund, the Fund must make such payments when due. In addition, if a counterparty’s creditworthiness declines, the Fund may not receive payments owed under the contract or such payments may be delayed, and the value of agreements with such counterparty can be expected to decline, potentially resulting in losses to the Fund. Concerns about, or a default by, one large market participant could lead to significant liquidity problems for other participants. The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivatives transactions since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations under the derivative contract. However, there can be no assurance that a clearing organization, or its members, will satisfy its obligations to the Fund.
|
· |
Futures Risk.
The loss that may be incurred in futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, because of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses to the Fund. Futures contracts may be illiquid. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement on each futures contract. Futures transactions involve additional risks, including counterparty risk, hedging risk and pricing risk.
|
· |
Options Risk.
Options give the holder of the option the right to buy (or to sell) a position in an underlying asset, at a set price and time. Options trading is a highly specialized activity that involves unique investment techniques and risks. The value of options can be highly volatile, and their use can result in loss if the Adviser is incorrect in its expectation of price fluctuations. Options are subject to correlation risk because there may be an imperfect correlation between the options and the underlying asset that cause a given transaction to fail to achieve its objectives. The successful use of options depends on the Adviser’s ability to correctly predict future price fluctuations and the degree of correlation between the options and such assets. Options are also particularly subject to leverage risk and can be subject to liquidity risk.
|
· |
Swap Agreement Risk.
Swap agreements can be either bilateral agreements traded over the counter or exchange-traded agreements. The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a counterparty. Swap agreements may be illiquid and therefore may increase the Fund’s exposure to the credit risk of each counterparty.
|
· |
securities that are not readily marketable;
|
· |
certain derivative investments, including forwards, futures, options, and swaps;
|
· |
repurchase agreements and time deposits with a notice or demand period of more than seven days; and
|
· |
certain restricted securities such as Rule 144A securities, are illiquid unless the Adviser determines, subject to the Board’s policies and procedures and its oversight, that such restricted security is liquid.
|
· |
Commercial Mortgages Risk.
Commercial mortgage loans underlying the CMBS in which the Fund invests are subject to the ability of the commercial property owner to generate net income from operating the property (and not the independent income or assets of the borrower). Any reductions in net operating income increase the risks of delinquency, foreclosure, and default, which could result in losses to the Fund. Net operating income of an income-producing property can be affected by many factors, including, but not limited to, the ongoing need for capital improvements, particularly in older structures; changes in operating expenses; changes in general or local market conditions; changes in tenant mix and performance; the occupancy or rental rates of the property or, for a property that requires new leasing activity, a failure to lease the property in accordance with the projected leasing schedule; competition from comparable property types or properties; unskilled or inexperienced property management; limited availability of mortgage funds or fluctuations in interest rates that may render the sale and refinancing of a property difficult; development projects that experience cost overruns or otherwise fail to perform as projected including, without limitation, failure to complete planned renovations, repairs, or construction; unanticipated increases in real estate taxes and other operating expenses; challenges to the borrower’s claim of title to the real property; environmental considerations; zoning laws and other governmental rules and policies; unanticipated structural defects or costliness of maintaining the property; uninsured losses, such as possible acts of terrorism; a decline in the operational performance of a facility on the real property (including multifamily rental facilities, office properties, retail facilities, hospitality facilities, healthcare-related facilities, industrial facilities, warehouse facilities, restaurants, mobile home facilities, recreational or resort facilities, arenas or stadiums, religious facilities, parking lot facilities, or other facilities); and severe weather-related damage to the property or its operation. Additional risks may be presented by the type and use of a particular commercial property.
|
· |
Real Estate Companies Risk.
The Fund will invest directly or indirectly in readily marketable securities issued by companies that invest in real estate or interests therein, including REITs. REITs are tax-advantaged investment vehicles that primarily invest in real estate and real estate-related securities, including mortgages, and the bonds issued by REITs are generally publicly traded in the OTC market and have varying degrees of liquidity. Investments in real estate securities are subject to risks inherent in the real estate market, including risks related to changes in interest rates, possible declines in the value of and demand for real estate, adverse general and local economic conditions, possible lack of availability of mortgage funds, overbuilding in a given market and environmental problems.
|
· |
By contacting the Transfer Agent at 1-888-859-5867.
|
· |
By sending a written and signed request to Ladder Select Bond Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number and provide contact information for the Transfer Agent.
|
· |
Through your brokerage firm or other financial institution.
|
• |
Complete and sign the account application.
|
• |
Enclose a check payable to the Ladder Select Bond Fund; please reference Advisor Class or Institutional Class to ensure proper crediting to your account.
|
• |
Mail the application and the check to the Transfer Agent at the following address:
|
• |
By sending a check, made payable to Ladder Select Bond Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund because of any check returned for insufficient funds.
|
• |
By wire to the Fund account as described under “Opening an Account – By Wire”. Shareholders are required to call the Transfer Agent at 1-888-859-5867 before wiring funds.
|
• |
Through your brokerage firm or other financial institution.
|
• |
Name;
|
• |
Date of birth (for individuals);
|
• |
Residential or business street address (although post office boxes are still permitted for mailing); and
|
• |
Social security number, taxpayer identification number, or other identifying number.
|
· |
For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days;
|
· |
For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days.
|
(a) |
Represents the period from the commencement of operations (October 18, 2016) through February 28, 2017. |
(b) |
Net realized and unrealized gains on investments and futures contracts per share in this caption are balancing amounts necessary to reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. |
(c) |
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses. |
(d) |
Not annualized. |
(e) |
Annualized. |
(f) |
Ratio was determined after advisory fee reductions and expense reimbursements. |
FACTS
|
WHAT DOES THE LADDER SELECT BOND FUND (THE “FUND”) DO WITH YOUR PERSONAL INFORMATION?
|
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
§
Social Security number
§
Assets
§
Retirement Assets
§
Transaction History
§
Checking Account Information
§
Purchase History
§
Account Balances
§
Account Transactions
§
Wire Transfer Instructions
When you are
no longer
our customer, we continue to share your information as described in this notice.
|
How?
|
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.
|
Reasons we can share your personal information
|
Does the Fund share?
|
Can you limit this sharing?
|
For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
|
Yes
|
No
|
For our marketing purposes –
to offer our products and services to you
|
No
|
We don’t share
|
For joint marketing with other financial companies
|
No
|
We don’t share
|
For our affiliates’ everyday business purposes –
information about your transactions and experiences
|
No
|
We don’t share
|
For our affiliates’ everyday business purposes –
information about your creditworthiness
|
No
|
We don’t share
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
Questions?
|
Call 1-888-859-5867
|
Page 2
|
Who we are
|
|
Who is providing this notice?
|
Ladder Select Bond Fund
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator)
|
What we do
|
|
How does the Fund protect my personal information?
|
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
|
How does the Fund collect my personal information?
|
We collect your personal information, for example, when you
§
Open an account
§
Provide account information
§
Give us your contact information
§
Make deposits or withdrawals from your account
§
Make a wire transfer
§
Tell us where to send the money
§
Tell us who receives the money
§
Show your government-issued ID
§
Show your driver’s license
We also collect your personal information from other companies.
|
Why can’t I limit all sharing?
|
§
Sharing for affiliates’ everyday business purposes – information about your creditworthiness
§
Affiliates from using your information to market to you
§
Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Federal law gives you the right to limit only
|
Definitions
|
|
Affiliates
|
§
Ladder Capital Asset Management LLC, the investment adviser to the Fund, could be deemed an affiliate.
Companies related by common ownership or control. They can be financial and nonfinancial companies.
|
Nonaffiliates
|
Companies not related by common ownership or control. They can be financial and nonfinancial companies
§
The Fund does not share with nonaffiliates so they can market to you.
|
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
§
The Fund does not jointly market.
|
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES, AND RISKS
|
2
|
INVESTMENT RESTRICTIONS
|
22
|
CALCULATION OF SHARE PRICE
|
24
|
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
|
24
|
SPECIAL SHAREHOLDER SERVICES
|
25
|
MANAGEMENT OF THE TRUST
|
25
|
PORTFOLIO TRANSACTIONS
|
33
|
THE DISTRIBUTOR | 35 |
OTHER SERVICE PROVIDERS
|
35
|
DISTRIBUTION PLAN
|
37
|
GENERAL INFORMATION
|
38
|
ADDITIONAL TAX INFORMATION
|
42
|
FINANCIAL STATEMENTS
|
45
|
APPENDIX A -
Trustees and Officers
|
46
|
APPENDIX B –
Ultimus Managers Trust-
Proxy Voting Policy
|
52
|
APPENDIX C -
Ladder Capital Asset Management LLC -
Proxy Voting Policy
|
54
|
APPENDIX D
|
56
|
· |
Alambic Mid Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, Alambic Small Cap Value Plus Fund, and Alambic Small Cap Growth Plus Fund managed by Alambic Investment Management, L.P. of San Francisco, California;
|
· |
APEXcm Small/Mid Cap Growth Fund managed by Fiera Capital Inc. of New York, New York;
|
· |
Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut;
|
· |
Blue Current Global Dividend Fund managed by Edge Advisors, LLC, of Atlanta, Georgia;
|
· |
Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund managed by Castlemaine LLC of New York, New York;
|
· |
Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio;
|
· |
HVIA Equity Fund managed by Hudson Valley Investment Advisors, Inc. of Goshen, New York;
|
· |
Kempner Multi-Cap Deep Value Equity Fund managed by Kempner Capital Management, Inc. of Galveston, Texas;
|
· |
Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund managed by Lyrical Asset Management LP of New York, New York;
|
· |
Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, District of Columbia;
|
· |
Meehan Focus Fund managed by Edgemoor Investment Advisors, Inc. of Bethesda, Maryland;
|
· |
Navian Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky;
|
· |
Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management, Inc. of New York, New York;
|
· |
Stralem Equity Fund managed by Stralem & Company, Inc. of New York, New York;
|
· |
Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California; and
|
· |
Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York.
|
Name of Trustee
|
Dollar Range of Shares of the
Fund Owned by Trustee
|
Aggregate Dollar Range of
Shares Owned of All Funds in
Trust Overseen by Trustee
|
Interested Trustee
|
||
Robert G. Dorsey
|
None
|
Over $100,000
|
Independent Trustees
|
||
John J. Discepoli
|
None
|
None
|
David M. Deptula
|
None
|
None
|
Janine L. Cohen
|
None
|
None
|
* |
Mr. Davis resigned as a Trustee on May 11, 2016.
|
Name of Trustee
|
Aggregate
Compensation
From the Fund
|
Pension or Retirement
Benefits Accrued As
Part of Fund Expenses
|
Estimated Annual Benefits Upon
Retirement
|
Total Compensation
From all Funds
Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John C. Davis**
|
None
|
None
|
None
|
$13,125
|
John J. Discepoli
|
$2,100
|
None
|
None
|
$91,050
|
David M. Deptula
|
$2,000
|
None
|
None
|
$87,250
|
Janine L. Cohen
|
$2,000
|
None
|
None
|
$87,250
|
** |
Mr. Davis resigned as a Trustee on May 11, 2016.
|
Name and Address of Record Owner
|
Percentage Ownership
|
Ladder Capital Finance Portfolio II
345 Park Avenue, 8
th
Floor
New York, New York 10154
|
80.82%
|
Betsy A. Harris 2012 Family Trust
56 Wayside Place
Montclair, New Jersey 07042
|
8.08%
|
Fiscal Period/Year Ended February 28
|
Management
Fees Accrued
|
Management
Fee Reductions
|
Expense
Reimbursements
|
Net Advisory Fees
Received By Adviser
|
2017
|
$33,179
|
$33,179
|
$25,037
|
$0
|
Portfolio Manager
|
Type of Accounts
|
Total
Number of Other Accounts Managed |
Total
Assets of Other Accounts Managed
(million)
|
Number of
Accounts Managed with Advisory Fee Based on Performance |
Total Assets
of Accounts Managed with Advisory Fee Based on Performance
(million)
|
Brian Harris
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
|
Craig Sedmak
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
Name of Portfolio Manager
|
Dollar Range of Shares of the Fund
|
Brian Harris
|
G
|
Craig Sedmak
|
E
|
Fiscal Period/Year Ended February 28,
|
Brokerage Commissions
|
2017
|
$32
|
· |
prepare and assemble reports required to be sent to the Fund’s shareholders and arrange for the printing and dissemination of such reports;
|
· |
assemble reports required to be filed with the SEC and file such completed reports with the SEC;
|
· |
file the Fund’s federal income and excise tax returns and the Fund’s state and local tax returns;
|
· |
assist and advise the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and
|
· |
make such reports and recommendations to the Board as the Board reasonably requests or deems appropriate.
|
Fiscal Period/Year
Ended February 28
|
Administration
|
Fund Accounting
|
Transfer Agent
|
2017
|
$8,903
|
$9,345
|
$4,452
|
· |
Public disclosure regarding Portfolio Securities is made in the Fund’s Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports”), which are available on the SEC’s website at
http://www.sec.gov
and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.
|
· |
Information regarding Portfolio Securities and other information regarding the investment activities of the Fund, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Fund, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Fund and/or the Adviser in accordance with the Fund’s disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Fund and that each organization is subject to a duty of confidentiality.
|
· |
The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of the Fund.
|
· |
The Fund’s policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which the Fund purchases and sells Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
|
Type of Service Provider
|
Typical Frequency of Access
to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of semi-annual and annual reports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information
until at least 30 days old
|
Broker/dealers through which the Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
Consultant
|
Board meetings
|
Contractual
|
· |
The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by the Fund, or purchased or sold by the Fund (other than information contained in Official Reports), may be disclosed. The Trust’s CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Fund or any shareholder of the Fund. The Trust’s CCO must inform the Board of any such arrangements that are approved by the Trust’s CCO, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval.
|
· |
Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased, or sold by the Fund.
|
Name and Year of Birth
|
Length
of Time
Served
|
Position(s)
Held with
Trust
|
Principal Occupation(s)
During Past 5 Years
|
Number of Funds in Trust Overseen by Trustee
|
Directorships of Public Companies Held by Trustee During Past 5 Years
|
Interested Trustees
:
|
|||||
Robert G. Dorsey*^
Year of Birth: 1957
|
Since
February
2012
|
Trustee
(February 2012
to present)
President
(June 2012 to
October 2013)
|
President and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
27
|
n/a
|
Independent Trustees
:
|
|||||
John J. Discepoli
Year of Birth: 1963
|
Since
June
2012
|
Chairman
(May 2016 to present)
Trustee
(June 2012 to present)
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) (November 2004 to present)
|
27
|
n/a
|
David M. Deptula
Year of Birth: 1958
|
Since
June
2012
|
Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at Standard Register, Inc. (November 2011 to January 2016)
|
27
|
n/a
|
Janine L. Cohen
Year of Birth: 1952
|
Since
January
2016
|
Trustee
|
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.
|
27
|
n/a
|
* |
Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent, and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013.
|
|
|
Principal Executive Officer of Blue Current Global Dividend Fund
(April 2017 to present)
Principal Executive Officer of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund
(April 2017 to present)
Principal Executive Officer of Cincinnati Asset Management Funds: Broad Market Strategic Income Fund
(April 2017 to present)
|
|
|
|
Principal Executive Officer of HVIA Equity Fund
(April 2017 to present)
Principal Executive Officer of the Kempner Multi-Cap Deep Value Equity Fund
(April 2017 to present)
Principal Executive Officer of Ladder Select Bond Fund
(April 2017 to present)
Principal Executive Officer of Lyrical U.S. Hedged Value Fund and Lyrical U.S. Value Equity Fund
(April 2017 to present)
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
(April 2017 to present)
|
|
|
|
Principal Executive Officer of Navian Waycross Long/Short Equity Fund
(April 2017 to present)
Principal Executive Officer of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund (October 2014 to present);
Principal Executive Officer of Stralem Equity Fund
(October 2016 to present);
Principal Executive Officer of Topturn OneEighty Fund
(April 2017 to present)
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
(April 2017 to present)
|
|
Jennifer L. Leamer^
Year of Birth: 1976
|
Since
April
2014
|
Treasurer
(October 2014 to present)
Assistant Treasurer
(April 2014 to
October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (since 2014); Business Analyst (2007 to 2014)
|
Daniel D. Bauer^
Year of Birth: 1977
|
Since
April
2016
|
Assistant Treasurer
|
Assistant Mutual Fund Controller (September 2015 to present); Fund Accounting Manager (March 2012 - August 2015); and Senior Fund Accountant (March 2011 - March 2012) of Ultimus Fund Solutions, LLC
|
Bo J. Howell^
Year of Birth: 1981
|
Since
October
2014
|
Secretary
(2015 to present)
Assistant Secretary
(2014)
|
President of Valued Advisors Trust (2017 to present); Secretary, CM Advisors Family of Funds (2017 to present); Secretary, Williamsburg Investment Trust (2017 to present); Secretary, Unified Series Trust (2016 to 2017); V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Frank L. Newbauer^
Year of Birth: 1954
|
Since February 2012
|
Assistant Secretary
(2015 to present)
Secretary
(2012 to 2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
|
Natalie S. Anderson^
Year of Birth: 1975
|
Since
April
2016
|
Assistant Secretary
|
Legal Administration Manager (July 2016 to present) and Paralegal (January 2015 to June 2016) of Ultimus Fund Solutions, LLC; Senior Paralegal of Unirush, LLC (October 2011 to January 2015)
|
Charles C. Black^
Year of Birth: 1979
|
Since
April
2015
|
Chief Compliance Officer (January 2016 to present)
Assistant Chief Compliance Officer (April 2015 to January 2016)
|
Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (October 2016 to present); Senior Compliance Officer of Ultimus Fund Solutions, LLC (April 2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015), Senior Compliance Manager at Fund Evaluation Group (2011 to 2013)
|
^ |
Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
|
1. |
PURPOSE; DELEGATION
|
2. |
DEFINITIONS
|
3. |
POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES.
|
4. |
POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES
|
5. |
CONFLICTS OF INTEREST
|
6. |
ROUTINE PROPOSALS
|
7. |
PROXY MANAGER APPROVAL
|
8. |
PROXY VOTING PROCEDURES
|
9. |
FORM N-PX
|
10. |
INVESTMENT ADVISERS’ VOTING PROCEDURES
|
• |
All Employees will forward any proxy materials received on behalf of Clients to the Portfolio Managers; and
|
• |
Absent material conflicts, the Portfolio Manager has primary responsibility to determine how Ladder Adviser should vote the proxy in the best interests of Clients and will submit the proxy and vote the proxy in a timely and appropriate manner.
|
Risk/Return Summary
|
3
|
Additional Information Regarding the Fund’s Investment Objective, Investment Strategies and Related Risks
|
9
|
Fund Management
|
9
|
Historical Performance of the Adviser’s Long/Short Equity Private Accounts
|
11
|
How the Fund Values its Shares
|
12
|
How to Buy Shares
|
12
|
How to Redeem Shares
|
15
|
Dividends, Distributions and Taxes
|
17
|
Financial Highlights
|
17
|
Customer Privacy Notice
|
19
|
For Additional Information
|
back cover
|
Shareholder Fees
(fees paid directly from your investment)
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
None
|
Maximum Contingent Deferred Sales Charge (Load)
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Management Fees
(1)
|
1.25%
|
Distribution and/or Service (12b-1) Fees
|
None
|
Other Expenses
|
|
Dividend expense on securities sold short
|
0.82%
|
Brokerage expense on securities sold short
|
0.04%
|
Other operating expenses
|
2.00%
|
Total Other Expenses
|
2.86%
|
Acquired Fund Fees and Expenses
|
0.03%
|
Total Annual Fund Operating Expenses
(1) (2)
|
4.14%
|
Less Management Fee Reductions and/or Expense Reimbursements
(3)
|
1.26%
|
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements
(1) (2)
|
2.88%
|
(1) |
“Management Fees”, “Total Annual Fund Operating Expenses”, and “Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements” have been restated to reflect a contractual reduction in the Management Fee due to Waycross Partners, LLC (the “Adviser”) under the Fund’s Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser from 1.99% to 1.25% effective February 3, 2017.
|
(2) |
“Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements” will not correlate to the ratios of expenses to the average net assets in the Fund’s Financial Highlights, which reflect the operating expenses of the Fund and do not include “Acquired Fund Fees and Expenses”.
|
(3) |
The Adviser has contractually agreed, until June 30, 2018, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, interest, costs to organize the Fund, Acquired Fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to an amount not exceeding 1.99% of the Fund’s average daily net assets. Prior to February 3, 2017, the Adviser contractually agreed to limit Total Annual Fund Operating Expenses to an amount not exceeding 2.15%. The “Management Fee Reductions and/or Expenses Reimbursements” has been restated to reflect the Adviser’s current contractual agreement. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2018, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”). This agreement will terminate automatically if the Fund’s Advisory Agreement with the Adviser is terminated.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$291
|
$1,144
|
$2,011
|
$4,247
|
Highest:
|
3.79% (quarter ended September 30, 2016)
|
Lowest:
|
-2.63% (quarter ended March 31, 2016)
|
One Year
|
Since Inception
(April 29, 2015) |
|
Navian Waycross Long/Short Equity Fund
|
||
Return Before Taxes
|
1.26%
|
-2.17%
|
Return After Taxes on Distributions
|
1.26%
|
-2.17%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
0.71%
|
-1.65%
|
S&P 500 Index Total Return Index (reflects no deduction for [fees, expenses, or taxes])
|
11.96%
|
6.00%
|
S&P 500 Index Total Return Index/Treasury Bill Index (reflects no deduction for [fees, expenses, or taxes])
|
6.12%
|
3.25%
|
Portfolio Managers
|
Investment Experience with the Fund
|
Primary Title with Adviser
|
Benjamin Thomas, CFA
|
Manager of the Fund since its inception in 2015
|
Managing Partner and Portfolio Manager
|
John W. Ferreby, CFA
|
Manager of the Fund since January 2017
|
Partner and Portfolio Manager
|
Average Annual Total Returns
for Period Ended December 31 |
Long/Short Equity Composite Accounts
(1)
|
Credit Suisse AllHedge Long/Short Equity Index
(2)
|
1 Year
|
2.01%
|
-2.02%
|
5 Years
|
6.22%
|
4.28%
|
10 Years
|
3.51%
|
0.90%
|
Since Inception (July 1, 2005)
(3)
|
4.43%
|
2.38%
|
(1) |
The performance of the Accounts is audited annually. The Accounts’ performance is calculated differently from the standardized methodology promulgated by the SEC under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology.
|
(2) |
The Credit Suisse AllHedge Long/Short Equity Index is an asset-weighted hedge fund index derived from the market leading Credit Suisse Hedge Fund Index. The Credit Suisse AllHedge Index provides a rules-based measure of an investable portfolio. Index performance data is published monthly and constituents are rebalanced semi-annually according to the sector weights of the Credit Suisse Hedge Fund Index. Unlike mutual funds, the index does not incur expenses. If expenses were deducted, the actual returns of this index would be lower.
|
(3) |
Annualized.
|
• |
Complete and sign the account application.
|
• |
Enclose a check payable to the Navian Waycross Long/Short Equity Fund.
|
• |
Mail the application and the check to the Transfer Agent at the following address:
|
• |
By sending a check, made payable to the Navian Waycross Long/Short Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Be sure to note your account number on the memo line of your check. The shareholder will be responsible for any fees incurred or losses suffered by the Fund as a result of any check returned for insufficient funds.
|
• |
By wire to the Fund account as described under “Opening an Account – By Wire.” Shareholders are required to call the Transfer Agent at 1-866-267-4304 before wiring funds.
|
• |
Through your brokerage firm or other financial institution.
|
• |
Name;
|
• |
Date of birth (for individuals);
|
• |
Residential or business street address (although post office boxes are still permitted for mailing); and
|
• |
Social security number, taxpayer identification number, or other identifying number.
|
· |
For payment by check, the Fund typically expects to mail the check within one (1) to three (3) business days;
|
· |
For payment by wire or ACH, the Fund typically expects to process the payment within one (1) to three (3) business days.
|
Year Ended
February 28, 2017 |
Period Ended
February 29, 2016 (a) |
|||||||
Net asset value at beginning of period
|
$
|
9.10
|
$
|
10.00
|
||||
Income (loss) from investment operations:
|
||||||||
Net investment loss
|
(0.11
|
)
|
(0.13
|
)
|
||||
Net realized and unrealized gains (losses) on investments
|
0.89
|
(0.77
|
)
|
|||||
Total from investment operations
|
0.78
|
(0.90
|
)
|
|||||
Net asset value at end of period
|
$
|
9.88
|
$
|
9.10
|
||||
Total return
(b)
|
8.57
|
%
|
(9.00
|
%)
(c)
|
||||
Net assets at end of period (000's)
|
$
|
12,591
|
$
|
4,780
|
||||
Ratios/supplementary data:
|
||||||||
Ratio of total expenses to average net assets
|
4.77
|
%
|
7.25
|
%
(d)
|
||||
Ratio of net expenses to average net assets
(e)
|
2.99
|
%
|
3.30
|
%
(d)
|
||||
Ratio of net expenses to average net assets excluding dividend expense and brokerage expense on securities sold short
(e)
|
2.13
|
%
|
2.15
|
%
(d)
|
||||
Ratio of net investment loss to average net assets
(e)
|
(1.96
|
%)
|
(2.34
|
%)
(d)
|
||||
Portfolio turnover rate
|
192
|
%
|
134
|
%
(c)
|
(a) |
Represents the period from the commencement of operations (April 29, 2015) through February 29, 2016.
|
(b) |
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser and administrator had not reduced fees and reimbursed expenses.
|
(c) |
Not annualized.
|
(d) |
Annualized.
|
(e) |
Ratio was determined after advisory fee waivers and/or expense reimbursements.
|
Fiscal Period/Year Ended
|
Portfolio Turnover Rate
|
February 28, 2017
|
192%
|
February 29, 2016
|
134%
|
· |
Alambic Mid Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund and Alambic Small Cap Value Plus Fund managed by Alambic Investment Management, L.P. of San Francisco, California;
|
· |
APEXcm Small/Mid Cap Growth Fund managed by Fiera Capital Inc. of New York, New York;
|
· |
Barrow Value Opportunity Fund and Barrow Long/Short Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut;
|
· |
Blue Current Global Dividend Fund managed by Edge Advisors, LLC, of Atlanta, Georgia;
|
· |
Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund managed by Castlemaine LLC of New York, New York;
|
· |
Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio;
|
· |
HVIA Equity Fund managed by Hudson Valley Investment Advisors, Inc of Goshen, New York;
|
· |
Kempner Multi-Cap Deep Value Equity Fund managed by Kempner Capital Management, Inc. of Galveston, Texas;
|
· |
Ladder Select Bond Fund managed by Ladder Capital Asset Management Inc. of New York, New York;
|
· |
Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund managed by Lyrical Asset Management LP of New York, New York;
|
· |
Marshfield Concentrated Opportunity Fund managed by Marshfield Associates, Inc. of Washington, District of Columbia;
|
· |
Meehan Focus Fund managed by Edgemoor Investment Advisors, Inc. of Bethesda, Maryland;
|
· |
Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management Inc. of New York, New York;
|
· |
Stralem Equity Fund managed by Stralem & Company, Inc. of New York, New York;
|
· |
Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California; and
|
· |
Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York.
|
Name of Trustee
|
Dollar Range of Shares of the Fund Owned by Trustee*
|
Aggregate Dollar Range
of Shares Owned of All
Funds in Trust
Overseen by Trustee
|
Interested Trustee
|
||
Robert G. Dorsey
|
None
|
Over $100,000
|
Independent Trustees
|
||
John J. Discepoli
|
None
|
None
|
David M. Deptula
|
None
|
None
|
Janine L. Cohen
|
None
|
None
|
Name of Trustee
|
Compensation
from the Fund
|
Pension or
Retirement Benefits Accrued as Part of
Fund Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total
Compensation
from All Funds
Within the Trust
|
Interested Trustee
|
||||
Robert G. Dorsey
|
None
|
None
|
None
|
None
|
Independent Trustees
|
||||
John J. Discepoli
|
$2,850
|
None
|
None
|
$91,050
|
John C. Davis*
|
$625
|
None
|
None
|
$13,125
|
David M. Deptula
|
$2,850
|
None
|
None
|
$87,250
|
Janine L. Cohen
|
$2,750
|
None
|
None
|
$87,250
|
* |
Mr. Davis resigned as a Trustee on May 11, 2016.
|
Name and Address of Record Owner
|
Percentage Ownership
|
NFS LLC FEBO/Midwest Trust Company
5901 College Boulevard, Suite 100
Overland Park, Kansas 66211
|
78.57%
|
Maril & Co FBO SG
c/o BMO Harris Bank, N.A.
480 Pilgrim Way, Suite 1000
Green Bay, Wisconsin 54304
|
15.73%
|
Fiscal Period/Year
Ended
|
Management
Fees Accrued
|
Management
Fee Reductions
|
Expense
Reimbursements
|
Net Advisory Fees
Received by Adviser
|
February 28, 2017
|
$163,177
|
$147,839
|
$0
|
$15,338
|
February 29, 2016
|
$56,073
|
$56,073
|
$51,588
|
$0
|
Portfolio Manager
|
Type of Accounts
|
Total
Number of Other Accounts Managed |
Total
Assets of Other Accounts Managed |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Total Assets
of Accounts Managed with Advisory Fee Based on Performance |
Benjamin H. Thomas, CFA
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
2
|
$27 million
|
2
|
$27 million
|
|
Other Accounts
|
0
|
$0
|
0
|
$0
|
|
John W. Ferreby, CFA
|
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
2
|
$27 million
|
2
|
$27 million
|
|
Other Accounts
|
12
|
$6 million
|
0
|
$0
|
Name of Portfolio Manager
|
Dollar Range of Shares of the Fund
|
Benjamin H. Thomas
|
B
|
John W. Ferreby
|
A
|
Fiscal Period/Year Ended
|
Brokerage Commissions Paid by Fund
|
February 28, 2017
|
$14,731
|
February 29, 2016
|
$10,347
|
· |
prepare and assemble reports required to be sent to the Fund’s shareholders and arrange for the printing and dissemination of such reports;
|
· |
assemble reports required to be filed with the SEC and file such completed reports with the SEC;
|
· |
file the Fund’s federal income and excise tax returns and the Fund’s state and local tax returns;
|
· |
assist and advise the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and
|
· |
make such reports and recommendations to the Board as the Board reasonably requests or deems appropriate.
|
Fiscal Period/Year Ended
|
Administration
|
Fund Accounting
|
Transfer Agent
|
February 28, 2017*
|
$26,500
|
$27,352
|
$12,000
|
February 29, 2016**
|
$20,000
|
$20,283
|
$10,000
|
* |
During the period ended February 28, 2017, Ultimus voluntarily waived fees in the amount of $3,500.
|
** |
During the period ended February 29, 2016, Ultimus voluntarily waived fees in the amount of $4,000.
|
· |
Public disclosure regarding Portfolio Securities is made:
|
· |
Following the end of each calendar quarter, the Fund generally will publicly disclose information regarding Portfolio Securities as of such quarter-end either in a complete and uncertified schedule, or a list of the top 5 long and short holdings, posted on the Fund’s website or in advertising material that is posted on the Fund’s website. This information is generally available within 30 days of the end of the calendar quarter and will remain available until the posting of the next quarterly Portfolio Securities report.
|
· |
In the Fund’s Annual Reports and Semi-Annual Reports to shareholders, and in quarterly holdings reports on Form N-Q (“Official Reports”), which are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.
|
· |
Information regarding Portfolio Securities and other information regarding the investment activities of the Fund, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Fund, but only if such disclosure is approved and monitored by the Trust’s CCO. Each disclosure arrangement has been authorized by the Fund and/or the Adviser in accordance with the Fund’s disclosure of portfolio holdings policy upon a determination that this disclosure serves a legitimate business purpose of the Fund and that each organization is subject to a duty of confidentiality.
|
· |
The Trust’s CCO may approve the disclosure of holdings of or transactions in Portfolio Securities that is made on the same basis to all shareholders of the Fund.
|
· |
The Fund’s policy relating to disclosure of holdings of Portfolio Securities does not prohibit disclosure of information to the Adviser or to other Trust service providers, including the Trust’s administrator, distributor, custodian, legal counsel, accountants and printers/typesetters, or to brokers and dealers through which the Fund purchases and sells Portfolio Securities. Below is a table that lists each service provider that may receive non-public portfolio information along with information regarding the frequency of access to, and limitations on use of, portfolio information.
|
Type of Service Provider
|
Typical Frequency of Access
to Portfolio Information
|
Restrictions on Use
|
Adviser
|
Daily
|
Contractual and Ethical
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
Custodian
|
Daily
|
Ethical
|
Accountants
|
During annual audit
|
Ethical
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
Printers/Typesetters
|
Twice a year – printing of semi-annual and annual reports
|
No formal restrictions in place – typesetter or printer would not receive portfolio information until at least 30 days old
|
Broker/dealers through which the Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
Consultant
|
Board meetings
|
Contractual
|
· |
The Trust’s CCO may approve other arrangements under which information relating to Portfolio Securities held by the Fund, or purchased or sold by the Fund (other than information contained in Official Reports), may be disclosed. The Trust’s CCO shall approve such an arrangement only if he or she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Trust and is unlikely to affect adversely the Fund or any shareholder of the Fund. The Trust’s CCO must inform the Board of any such arrangements that are approved by the Trust’s CCO, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval.
|
· |
Neither the Adviser nor the Trust (or any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to Portfolio Securities held, purchased or sold by the Fund.
|
* |
Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent, and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013.
|
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
David R. Carson^
Year of Birth:
1958
(Continued)
|
Since
2013
|
Principal Executive Officer of HVIA Equity Fund
(April 2017 to present);
Principal Executive Officer of Kempner Multi-Cap Deep Value Equity Fund
(April 2017 to present);
Principal Executive Officer of Ladder Select Bond Fund
(April 2017 to present);
Principal Executive Officer of Lyrical U.S. Hedged Value Fund and Lyrical U.S. Value Equity Fund
(April 2017 to present);
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
(April 2017 to present);
Principal Executive Officer of Meehan Focus Fund (May 2017 to present)
Principal Executive Officer of Navian Waycross Long/Short Equity Fund
(April 2017 to present);
Principal Executive Officer of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund
(October 2014 to present);
Principal Executive Officer of Stralem Equity Fund
(October 2016 to present);
Principal Executive Officer of Topturn OneEighty Fund
(April 2017 to present);
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
(April 2017 to present)
|
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Todd E. Heim^
Year of Birth:
1967
|
Since
2014
|
Vice President
(2014 to present)
|
Client Implementation Manager of Ultimus Managers Trust (2014 to present); Naval Flight Officer of United States Navy (May 1989 to present); Business Project Manager of Vantiv, Inc. (February 2013 to March 2014)
|
Jennifer L. Leamer^
Year of Birth: 1976
|
Since
2014
|
Treasurer
(October 2014 to present);
Assistant Treasurer
(April 2014 to October 2014)
|
Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst (2007 to 2014)
|
Daniel D. Bauer^
Year of Birth: 1977
|
Since
2016
|
Assistant Treasurer
(April 2016 to present)
|
Assistant Mutual Fund Controller (September 2015 to present) and Fund Accounting Manager (March 2012 to August 2015) of Ultimus Fund Solutions, LLC
|
Bo J. Howell^
Year of Birth:
1981
|
Since
2014
|
Secretary
(2015 to present);
Assistant Secretary
(2014)
|
President of Valued Advisers Trust (March 2017 to present); Secretary, CM Advisors Family of Funds (2017 to present); Secretary, Williamsburg Investment Trust (2017 to present); Secretary, Unified Series Trust (2016 to 2017);
V.P., Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)
|
Frank L. Newbauer^
Year of Birth:
1954
|
Since
2012
|
Assistant Secretary
(2015 to present);
Secretary
(2012 to 2015)
|
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
|
Natalie S. Anderson^
Year of Birth: 1975
|
Since
2016
|
Assistant Secretary
(April 2016 to present)
|
Legal Administration Manager (July 2016 to present) and Paralegal (January 2015 to June 2016) of Ultimus Fund Solutions, LLC; Senior Paralegal of Unirush, LLC (October 2011 to January 2015)
|
Name and Year of Birth
|
Length of Time Served
|
Position(s) Held with Trust
|
Principal Occupation(s) During Past 5 Years
|
Charles C. Black^
Year of Birth: 1979
|
Since
2015
|
Chief Compliance Officer
(January 2016 to present);
Assistant Chief Compliance Officer
(April 2015 to January 2016)
|
Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (October 2016 to present); Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager at Fund Evaluation Group (2011 to 2013)
|
^ |
Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
|
1. |
PURPOSE; Delegation
|
2. |
Definitions
|
3. |
Policy for Voting Proxies Related to Exchange Traded Funds and other Investment Companies.
|
4. |
Policy for Voting Proxies Related to Other Portfolio Securities
|
5. |
Conflicts of Interest
|
6. |
Routine Proposals
|
7. |
Proxy Manager Approval
|
8. |
Proxy Voting Procedures
|
9. |
Form N-PX
|
10. |
Investment Advisers’ Voting Procedures
|
· |
Uncontested elections of Directors, including the number and terms of office, attendance, and the number of meetings held.
|
· |
Selection and ratification of auditors.
|
· |
Stock splits, dividend, and fractional share issues.
|
· |
Application for listing of securities.
|
· |
Corporate name changes.
|
· |
Pollution, environment, or conservation issues.
|
· |
Employment issues.
|
· |
Restore or eliminate pre-emptive rights.
|
· |
Fees paid to auditors for consultants.
|
· |
Business abroad.
|
· |
Date, location of annual meeting.
|
· |
Contributions to charity or for education.
|
· |
All other items which aren’t expected to have a material adverse effect on the price of stock.
|
· |
Increases in authorized shares, common or preferred.
|
· |
Acquisitions, mergers, and spin-offs.
|
· |
Significant changes in the Articles of Incorporation or By-Laws, such as anti- takeover provisions, poison pills, and rights issues.
|
· |
Proxy fight or other control contest.
|
· |
Remuneration of management, directors, and employees. Employee Stock Option Plans.
|
· |
Cumulative voting issues.
|
· |
Golden parachute plans or any unusual compensation benefits to be awarded contingent upon the merger or acquisition of the particular company.
|
· |
To avoid excessive storage space, Waycross Partners, LLC retains only one copy of each annual report and proxy statement received from the reporting companies. All others will not be retained.
|
· |
All proxy ballots are collected and grouped with that company’s annual report and proxy statement.
|
· |
Every proxy ballot is recorded via an Excel spreadsheet on the day of receipt by:
|
i. |
Broker/dealer/custodian and account number
|
ii. |
Date received in office of Waycross Partners, LLC
|
iii. |
Stock symbol
|
iv. |
Number of shares to be voted
|
v. |
Voting deadline
|
vi. |
Shareholder name – where possible
|
vii. |
Proxy control number (on proxy statement)
|
· |
Once the individual company’s proxies are received, that company is assigned to a designated Portfolio Manager.
|
· |
For companies with 5000 shares/votes or more, the Waycross Partners, LLC Client Service & Operations Manager for each client account where these shares are held will conduct an in-depth analysis of the entire proxy ballot and all corporate board proposals. This analysis will be conducted to avoid any actual or potential material conflicts of interest. If a conflict of interest is evident after in-depth analysis, Clients will be contacted prior to voting to discuss the exact nature of the conflict and to obtain consent prior to voting. The Client Service & Operations Manager is responsible for maintaining evidence of the client contact.
|
· |
For companies with fewer than 5000 shares/votes, the Client Service & Operations Manager votes in the manner that he/she believes is in the best interest of the shareholder(s)/client(s).
|
· |
If for some reason, Waycross Partners, LLC determines that it is in the best interest of the client to refrain from voting (i.e. the expense of voting outweighs any benefit, etc.), then the Client Service & Operations Manager maintains documentation to support the reasoning. The CCO is responsible for maintaining evidence of the supporting rational for abstaining and the client notification.
|
· |
After making his/her decision, the Client Service & Operations Manager then electronically votes each ballot.
|
· |
After voting the proxy ballots, an electronic confirmation of the vote(s) cast are sent to the CCO for his information and possibly comments.
|
· |
All electronic confirmations are printed, matched, and attached (by group) with the actual proxy ballots (ballot groupings).
|
· |
The reporting company’s annual report, proxy statement and ballot groupings are then be preserved and maintained and available for retrieval if requested by any client/shareholder.
|
· |
The proxy voting policies and procedures;
|
· |
Copies of proxy statements Waycross Partners, LLC received for client securities;
|
· |
A record of each vote Waycross Partners, LLC cast on behalf of a client;
|
· |
A copy of any document Waycross Partners, LLC created that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and
|
· |
A copy of each written client request for information on how Waycross Partners, LLC voted proxies on behalf of the client, and a copy of any written response by Waycross Partners, LLC to any (written or oral) client request for that information on behalf of the requesting client.
|
(a)
|
Agreement and Declaration of Trust, dated February 28, 2012, is incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(b)
|
Bylaws, dated February 28, 2012, is incorporated by reference to Exhibit (b) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(c)
|
Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(d)(1)
|
Investment Advisory Agreement with Fiera Capital Inc. (formerly known as Apex Capital Management, Inc.), dated October 24, 2016, for APEXcm Small/Mid Cap Growth Fund is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 100 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2017.
|
(d)(2)
|
Investment Advisory Agreement with Cincinnati Asset Management, Inc., dated June 5, 2012, for CAM: Broad Market Strategic Income Fund is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(d)(3)(A)
|
Investment Advisory Agreement with Lyrical Asset Management LP, dated January 22, 2013, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013.
|
(d)(3)(B)
|
Amended Schedule A to the Investment Advisory Agreement with Lyrical Asset Management LP, dated April 22, 2014, for Lyrical U.S. Hedged Value Fund (collectively with the Lyrical U.S. Value Fund, the “
Lyrical Funds
”) is incorporated by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(d)(4)
|
Investment Advisory Agreement with Barrow Street Advisors LLC, dated April 23, 2013, for Barrow Value Opportunity Fund (formerly Barrow All-Cap Core Fund) and Barrow Long/Short Opportunity Fund (formerly Barrow All-Cap Long/Short Fund) (collectively, the “
Barrow Funds
”) is incorporated by reference to Exhibit (d)(v) of Post-Effective Amendment No. 8 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013.
|
(d)(5)
|
Investment Advisory Agreement with Wavelength Capital Management, LLC, dated April 23, 2013, for Wavelength Interest Rate Neutral Fund is incorporated by reference to Exhibit (d)(vi) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
|
(d)(6)
|
Investment Advisory Agreement with Edge Advisors, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund is incorporated by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(d)(7)
|
Investment Advisory Agreement with Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.), dated March 31, 2015, for Ryan Labs Core Bond Fund is filed herewith.
|
(d)(8)(A)
|
Investment Advisory Agreement with Waycross Partners, LLC, dated April 20, 2015, for Navian Waycross Long/Short Equity Fund is incorporated by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(d)(9)(B)
|
Amended Schedule A to the Investment Advisory Agreement, dated February 2, 2017, for the Navian Waycross Long/Short Equity Fund is filed herewith.
|
(d)(9)
|
Investment Advisory Agreement with Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.), dated November 13, 2015, for Ryan Labs Long Credit Fund and Ryan Labs Core Bond Fund, (collectively, the “
Ryan Labs Funds
”) is incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
|
(d)(10)
|
Investment Advisory Agreement with Topturn Fund Advisors, LLC, dated July 21, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
|
(d)(11)(A)
|
Investment Advisory Agreement with Alambic Investment Management, LP, dated August 19, 2015, for Alambic Mid Cap Growth Fund, Alambic Mid Cap Value Fund, Alambic Small Cap Value Plus Fund, and Alambic Small Cap Growth Plus Fund (the “
Alambic Funds
”), is incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(d)(11)(B)
|
Amended Schedule A, dated October 24, 2016, to the Investment Advisory Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (d)(12)(B) of Post-Effective Amendment No. 96 of Registrant’s Statement of Form N-1A (File No. 333-180308), filed on December 29, 2016.
|
(d)(12)
|
Investment Advisory Agreement with Castlemaine LLC, for Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund (collectively the “
Castlemaine Funds
”), is incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(d)(13)(A)
|
Investment Advisory Agreement with Marshfield Associates, Inc., dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(d)(13)(B)
|
Amended Schedule A to the Investment Advisory Agreement with Marshfield Associates, Inc., dated July 28, 2016 filed herewith.
|
(d)(14)
|
Investment Advisory Agreement with Ladder Capital Asset Management LLC for Ladder Select Bond Fund is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 85 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(d)(15)
|
Investment Advisory Agreement with Hudson Valley Investment Advisors, Inc. for HVIA Equity Fund is incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(d)(16)
|
Investment Advisory Agreement with Stralem & Company Incorporated, dated October 10, 2016, for the Stralem Equity Fund is incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 100 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2017.
|
(d)(17)
|
Investment Advisory Agreement with Edgemoor Investment Advisors, Inc., dated January 27, 2017, for the Meehan Focus Fund (the “Meehan Fund”), is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(d)(18)
|
Investment Advisory Agreement with Kempner Capital Management, Inc., dated April 14, 2017, for the Kempner Multi-Cap Deep Value Equity Fund is incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(e)(1)(A)
|
Distribution Agreement with Ultimus Fund Distributors, LLC, dated June 7, 2012, is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(e)(1)(B)
|
Amended Schedule A to the Distribution Agreement, dated January 26, 2017, is incorporated by reference to Exhibit (e)(1)(B) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(f)
|
None
|
(g)(1)(A)
|
Custody Agreement with U.S. Bank, dated June 5, 2012, is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
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(g)(1)(B)
|
Second Amendment, dated August 21, 2012, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Cincinnati Asset Management Funds: Broad Market Strategic Income Fund is incorporated by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
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(g)(1)(C)
|
Third Amendment, dated December 31, 2012, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013.
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(g)(1)(D)
|
Fourth Amendment, dated May 28, 2013, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Barrow Funds, is incorporated by reference to Exhibit (g)(iv) of Post-Effective Amendment No. 10 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 20, 2013.
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(g)(1)(E)
|
Fifth Amendment, dated September 11, 2013, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Wavelength Interest Rate Neutral Fund, is incorporated by reference to Exhibit (g)(v) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013.
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(g)(1)(F)
|
Sixth Amendment, dated May 15, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Lyrical U.S. Hedged Equity Fund, is incorporated by reference to Exhibit (g)(vi) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
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(g)(1)(G)
|
Seventh Amendment, dated August 26, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (g)(vii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
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(g)(1)(H)
|
Ninth Amendment, dated March 24, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Navian Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (g)(x) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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(g)(1)(I)
|
Tenth Amendment, dated April 6, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, is incorporated by reference to Exhibit (g)(1)(J) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
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(g)(1)(J)
|
Twelfth Amendment, dated August 8, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (g)(1)(K) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
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(g)(1)(K)
|
Thirteenth Amendment, dated December 16, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Castlemaine Funds, is incorporated by reference to Exhibit (g)(1)(L) of Post-Effective Amendment No. 63 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
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(g)(1)(L)
|
Eleventh Amendment, dated July 9, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Ryan Labs Long Credit Fund is incorporated by reference to Exhibit (g)(1)(M) of Post-Effective Amendment No. 69 of Registrant’s Registration Statement on Form N-1A (file No. 333-180308), filed on March 29, 2016.
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(g)(1)(M)
|
Fourteenth Amendment to the Custody Agreement with U.S. Bank, for Ladder Select Bond Fund, is incorporated by reference to Exhibit (e)(1)(B) of Post-Effective Amendment No. 84 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 19, 2016.
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(g)(1)(N)
|
Sixteenth Amendment to the Custody Agreement with U.S. Bank, dated May 24, 2017, for Meehan Fund, is filed herewith.
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(g)(1)(O)
|
Eighth Amendment to the Custody Agreement with U.S. Bank, dated May 24, 2017, for Meehan Fund, is filed herewith.
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(g)(2)(A)
|
Global Custody Agreement with MUFG Union Bank, N.A., dated July 21, 2015, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), for Alambic Small Cap Value Fund, filed on August 19, 2015.
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(g)(2)(B)
|
Amended Appendix D to the Global Custody Agreement with MUFG Union Bank, N.A., dated January 24, 2017, for the Alambic Funds, Barrow Funds, HVIA Equity Fund, and Kempner Multi-Cap Deep Value Equity Fund, is incorporated by reference to Exhibit (g)(2)(B) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(g)(3)
|
Custody Agreement with Pershing, LLC, dated September 26, 2016, for Stralem Equity Fund, is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 90 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on October 11, 2016.
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(h)(1)(A)(i)
|
Administration Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(ii) through (h)(vi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
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(h)(1)(A)(ii)
|
Amended Schedule B, dated February 5, 2016, to the Administration Agreement with Ultimus Fund Solutions, LLC, dated January 22, 2013, for the Lyrical Funds is incorporated by reference to Exhibit (h)(1)(H) of Post-Effective Amendment No. 69 of Registrant’s Registration Statement on Form N-1A (file No. 333-180308), filed on March 29, 2016.
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(h)(1)(B)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxiv) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 14, 2014.
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(h)(1)(C)(i)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(xxxii) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
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(h)(1)(C)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Administration Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(1)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
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(h)(1)(D)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Navian Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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(h)(1)(E)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(1)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
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(h)(1)(F)(i)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(1)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
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(h)(1)(F)(ii)
|
Amended Schedule A to the Administration Agreement, dated October 24, 2016, with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Mid Cap Funds, is incorporated by reference to Exhibit (h)(1)(F)(ii) of Post-Effective Amendment No. 96 of Registrant’s Statement of Form N-1A (File No. 333-180308), filed on December 29, 2016.
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(h)(1)(G)
|
Administration Agreement with Ultimus Fund Solutions, LLC, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(1)(H) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
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(h)(1)(H)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(1)(J) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
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(h)(1)(I)
|
Administration Agreement with Ultimus Fund Solutions, LLC for Ladder Select Bond Fund is incorporated by reference to Exhibit (h)(1)(J) of Post-Effective Amendment No. 85 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
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(h)(1)(J)
|
Administration Agreement with Ultimus Fund Solutions, LLC for HVIA Equity Fund is incorporated by reference to Exhibit (e)(1)(K) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
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(h)(1)(K)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for Stralem Equity Fund is incorporated by reference to Exhibit (h)(1)(K) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(h)(1)(L)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated January 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
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(h)(1)(M)
|
Administration Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value Equity Fund is incorporated by reference to Exhibit (h)(1)(M) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(h)(2)(A)(i)
|
Compliance Consulting Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, is incorporated by reference to Exhibits (h)(xxiv) of Post-Effective Amendment No. 25 of Post-Effective Amendment No. 1 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on, June 29, 2012.
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(h)(2)(A)(ii)
|
Amended Schedule A, dated January 24, 2017, to the Compliance Consulting Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, is filed incorporated by reference to Exhibit (h)(2)(A)(ii) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(h)(3)(A)
|
Fund Accounting Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(xii) through (h)(xvi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
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(h)(3)(B)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxiv) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
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(h)(3)(C)(i)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
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(h)(3)(C)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(3)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
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(h)(3)(D)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Navian Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxix) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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(h)(3)(E)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(3)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
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(h)(3)(F)(i)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(3)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
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(h)(3)(F)(ii)
|
Amended Schedule A to the Fund Accounting Agreement, dated October 24, 2016, with Ultimus Fund Solutions, LLC, for the Alambic Funds, is incorporated by reference to Exhibit (h)(3)(F)(ii) of Post-Effective Amendment No. 96 of Registrant’s Statement of Form N-1A (File No. 333-180308), filed on December 29, 2016.
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(h)(3)(G)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for the Castlemaine Funds, is incorporated by reference to Exhibit (h)(3)(H) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
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(h)(3)(H)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(3)(I)(ii) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
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(h)(3)(I)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Ladder Select Bond Fund, is incorporated by reference to Exhibit (h)(3)(J) of Post-Effective Amendment No. 85 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
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(h)(3)(J)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for HVIA Equity Fund, is incorporated by reference to Exhibit (h)(3)(K) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
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(h)(3)(K)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for Stralem Equity Fund, is incorporated by reference to Exhibit (h)(3)(L) of Post-Effective Amendment No. 90 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on October 11, 2016.
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(h)(3)(L)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated January 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
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(h)(3)(M)
|
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value Equity Fund is incorporated by reference to Exhibit (h)(3)(M) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
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(h)(4)(A)
|
Transfer Agent and Shareholder Services Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for APEXcm Small/Mid Cap Growth Fund, Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical Funds, the Barrow Funds, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(vii) through (h)(xi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
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(h)(4)(B)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxvi) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
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(h)(4)(C)(i)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Funds, is incorporated by reference to Exhibit (h)(xxxiv) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
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(h)(4)(C)(ii)
|
Amended Schedule A, dated November 13, 2015, to the Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Funds, is incorporated by reference to Exhibit (h)(4)(F) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015.
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(h)(4)(D)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Navian Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xl) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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(h)(4)(E)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated September 1, 2015, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(4)(G) of Post-Effective Amendment No. 46 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 27, 2015.
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(h)(4)(F)(i)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(4)(H) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
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(h)(4)(F)(ii)
|
Amended Schedule A to the Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 24, 2016, for the Alambic Funds, is incorporated by reference to Exhibit (h)(4)(F)(ii) of Post-Effective Amendment No. 96 of Registrant’s Statement of Form N-1A (File No. 333-180308), filed on December 29, 2016.
|
(h)(4)(G)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Castlemaine Funds, is incorporated by reference to Exhibit (h)(4)(B) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(4)(H)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(4)(J) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(4)(I)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for Ladder Select Bond Fund, is incorporated by reference to Exhibit (h)(4)(J) of Post-Effective Amendment No. 85 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(h)(4)(J)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for HVIA Equity Fund, is incorporated by reference to Exhibit (h)(4)(K) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(h)(4)(K)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated July 28, 2016, for Stralem Equity Fund, is incorporated by reference to Exhibit (h)(4)(L) of Post-Effective Amendment No. 90 of Registrant’s Registration Statement on Form N-1A (File No. 3333-180308), filed on October 11, 2016.
|
(h)(4)(L)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated January 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(4)(M)
|
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value Equity Fund is incorporated by reference to Exhibit (h)(4)(M) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(h)(5)(A)
|
Expense Limitation Agreement with Fiera Capital Inc. (formerly known as Apex Capital Management, Inc.), dated October 24, 2016, for APEXcm Small/Mid Cap Growth Fund is incorporated by reference to Exhibit (h)(5)(A) of Post-Effective Amendment No. 100 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2017.
|
(h)(5)(B)
|
Amended and Restated Expense Limitation Agreement with Cincinnati Asset Management, Inc., dated April 24, 2017, for Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(5)(C)
|
Amended and Restated Expense Limitation Agreement with Barrow Street Advisors LLC, dated January 24, 2017, for the Barrow Funds, is incorporated by reference to Exhibit (h)(5)(C) of Post-Effective Amendment No. 105 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 30, 2017.
|
(h)(5)(D)
|
Amended and Restated Expense Limitation Agreement with Wavelength Capital Management, LLC, dated April 24, 2017, for Wavelength Interest Rate Neutral Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(5)I(i)
|
First Amended Expense Limitation Agreement with Lyrical Asset Management LP, dated January 21, 2014, for the Lyrical Funds, is incorporated by reference to Exhibit (h)(5)(F)(i) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(5)I(ii)
|
Amended Schedule A, dated April 22, 2014, to the First Amended Expense Limitation Agreement with Lyrical Asset Management LP, dated January 21, 2014, for the Lyrical Funds, is by reference to Exhibit (h)(5)(F)(ii) of Post-Effective Amendment No. 60 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 16, 2015.
|
(h)(5)(F)
|
Amended and Restated Expense Limitation Agreement with Edge Advisors, LLC, dated April 25, 2017, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(5)(G)
|
Amended Expense Limitation Agreement with Ryan Labs Asset Management Inc., for Ryan Labs Funds, will be filed by post-effective amendment.
|
(h)(5)(H)
|
Amended Expense Limitation Agreement with Waycross Partners, LLC, dated February 2, 2017, for Navian Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(5)(H) of Post-Effective Amendment No. 100 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2017.
|
(h)(5)(I)
|
Amended and Restated Expense Limitation Agreement with Topturn Fund Advisors, LLC, dated April 25, 2017, for Topturn OneEighty Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(5)(J)(i)
|
Expense Limitation Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(5)(M) of Post-Effective Amendment No. 45 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 19, 2015.
|
(h)(5)(J)(ii)
|
Amended Schedule A, dated October 24, 2016, to the Expense Limitation Agreement with Alambic Investment Management, LP, dated August 19, 2015, for the Alambic Funds, is incorporated by reference to Exhibit (h)(5)(J)(ii) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(h)(5)(K)
|
Expense Limitation Agreement with Castlemaine LLC, for Castlemaine Funds, dated December 27, 2015, is incorporated by reference to Exhibit (h)(5)(N) of Post-Effective Amendment No. 62 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(5)(L)(i)
|
Expense Limitation Agreement with Marshfield Associates, Inc., dated December 27, 2016, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(5)(O) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(5)(L)(ii)
|
Amended Schedule A to the Expense Limitation Agreement with Marshfield Associates, Inc., dated July 28, 2016, for Marshfield Concentrated Opportunity Fund, filed herewith.
|
(h)(5)(M)
|
Expense Limitation Agreement with Ladder Capital Asset Management LLC, for Ladder Select Bond Fund, is incorporated by reference to Exhibit (h)(5)(O) of Post-Effective Amendment No. 85 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(h)(5)(N)
|
Expense Limitation Agreement with Hudson Valley Investment Advisors, Inc., dated July 31, 2016, for HVIA Equity Fund, is incorporated by reference to Exhibit (h)(5)(P) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(h)(5)(O)
|
Expense Limitation Agreement with Stralem & Company Incorporated, dated October 10, 2016, for Stralem Equity Fund, is incorporated by reference to Exhibit (h)(5)(P) of Post-Effective Amendment No. 90 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on October 11, 2016.
|
(h)(5)(P)
|
Expense Limitation Agreement with Edgemoor Investment Advisors, Inc., dated January 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(h)(5)(Q)
|
Expense Limitation Agreement with Kempner Capital Management, Inc., dated April 14, 2016, for Kempner Multi-Cap Deep Value Equity Fund is incorporated by reference to Exhibit (h)(5)I of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(i)
|
Inapplicable.
|
(j)
|
Consent of Independent Registered Public Accounting Firm is filed herewith.
|
(k)
|
Inapplicable.
|
(l)
|
Initial Capital Agreement is incorporated by reference to Exhibit (l) of Post-Effective Amendment No. 2 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012.
|
(m)(1)(i)
|
Distribution (Rule 12b-1) Plan, dated June 5, 2012, is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 25 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(m)(1)(ii)
|
Amended Appendix A to the Distribution (12b-1) Plan, dated January 26, 2017, for the HVIA Equity Fund and Kempner Multi-Cap Deep Value Equity Fund, is filed herewith.
|
(n)(1)
|
Rule 18f-3 Multi-Class Plan, dated June 6, 2013, is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 8 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013.
|
(n)(2)
|
Amended Rule 18f-3 Multi-Class Plan, dated April 24, 2017, is filed herewith.
|
(o)
|
Reserved.
|
(p)(1)
|
Code of Ethics of the Registrant, dated June 5, 2012, is incorporated by reference to Exhibit (p)(i) of Pre-Effective Amendment No. 3 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 26, 2012.
|
(p)(2)(i)
|
Code of Ethics of Ultimus Fund Distributors, LLC, dated September 30, 2011, is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 42 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 5, 2015.
|
(p)(2)(ii)
|
Amended Code of Ethics of Ultimus Fund Distributors, LLC, dated June 1, 2017, is filed herewith.
|
(p)(3)
|
Amended Code of Ethics of Fiera Capital Inc., dated September 2016, is filed herewith.
|
(p)(4)
|
Amended Code of Ethics of Cincinnati Asset Management, Inc., dated January 2016, is filed herewith.
|
(p)(5)
|
Amended Code of Ethics of Lyrical Asset Management LP, dated October 2015, is filed herewith.
|
(p)(6)
|
Amended Code of Ethics of Barrow Street Advisors LLC, dated February 2017, is filed herewith.
|
(p)(7)
|
Amended Code of Ethics of Wavelength Capital Management, LLC, dated September 1, 2016, is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(p)(8)
|
Amended Code of Ethics of Edge Advisors, LLC, dated December 2015, is filed herewith.
|
(p)(9)
|
Amended Code of Ethics of Ryan Labs Asset Management, Inc., dated February 2017, is filed herewith.
|
(p)(10)
|
Code of Ethics of Waycross Partners, LLC is incorporated by reference to Exhibit (o)(xii) of Post-Effective Amendment No. 38 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(p)(11)
|
Amended Code of Ethics of Topturn Fund Advisors, LLC is filed herewith.
|
(p)(12)
|
Amended Code of Ethics of Alambic Investment Management, LP, dated November 2016, is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(p)(13)
|
Amended Code of Ethics of Castlemaine LLC, is filed herewith.
|
(p)(14)
|
Code of Ethics of Marshfield Associates, Inc., is incorporated by reference to Exhibit (p)(15) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(p)(15)
|
Code of Ethics of Ladder Capital Asset Management LLC is incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 84 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(p)(16)
|
Code of Ethics of Hudson Valley Investment Advisors, Inc. is incorporated by reference to Exhibit (p)(17) of Post-Effective Amendment No. 86 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 20, 2016.
|
(p)(17)
|
Code of Ethics of Stralem & Company Incorporated is incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 90 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on October 11, 2016.
|
(p)(18)
|
Code of Ethics of Edgemoor Investment Advisors, Inc. is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017.
|
(p)(19)
|
Code of Ethics of Kempner Capital Management, Inc., dated October 2016, is incorporated by reference to Exhibit (p)(19) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017.
|
(q)(1)
|
Powers of Attorney for David M. Deptula, John J. Discepoli, and Janine L. Cohen, dated January 25, 2016 is incorporated by reference to Exhibit (q)(2) of Post-Effective Amendment No. 69 of Registrant’s Registration Statement on Form N-1A (file No. 333-180308), filed on March 29, 2016.
|
Item 29. |
Persons Controlled by or Under Common Control with Registrant
|
Item 30. |
Indemnification
|
Item 31. |
Business and Other Connections of the Investment Advisers
|
(a)
|
Fiera Capital Inc. (“
Fiera
”) (formerly known as Apex Capital Management, Inc.), located at 375 Park Avenue, 8
th
Floor, New York, New York 10152, has been registered as an investment adviser since 1987. Fiera provides investment advisory services to individuals, high net worth individuals, pension and profit sharing plans, charitable organizations and, corporations and other businesses.
|
(1)
|
Donald Wilkinson – Vice Chairman and Director
|
(2)
|
Benjamin Thompson – President, Chief Executive Officer and Director
|
(3)
|
Stephen McShea – General Counsel
|
(4)
|
Jonathan Lewis – Chief Investment Officer
|
(5)
|
Nitin N. Kumbhani – Vice Chairman and Chief of Growth Equity Strategies
|
a.
|
Adjunct Professor at the University of Dayton
|
b.
|
President and CEO of Apex Capital Management, Inc. (1987 – May 2016)
|
(6)
|
Michael D. Kalbfleisch – Senior Vice President and Portfolio Manager
|
a.
|
Vice President & Chief Compliance Officer of Apex Capital Management, Inc. (2001 – May 2016)
|
(7)
|
Carolyn Dolan – Executive Vice President
|
(8)
|
Scott Einhorn – Executive Vice President
|
(9)
|
Richard Nino – Executive Vice President
|
(b)
|
Cincinnati Asset Management, Inc. (“
CAM
”), located at 8845 Governor’s Hill Drive, Cincinnati, Ohio 45249, has been registered as an investment adviser since 1989. CAM provides investment advisory services to individuals, high net worth individuals, pension and profit sharing plans, charitable organizations, corporations and other businesses, state and municipal government entities and insurance companies.
|
(1)
|
William Sloneker – Chairman and Managing Director
|
(2)
|
Randall S. Hale – President and Managing Director
|
(3)
|
C. David Mencer – COO, Chief Compliance Officer and Managing Director
|
(4)
|
Mary Compton – Director
|
(5)
|
Donald N. Stolper – Vice President and Managing Director
|
(6)
|
Richard J. Gardner – Managing Director
|
(7)
|
Richard M. Balestra – Managing Director
|
(c)
|
Lyrical Asset Management LP (“
Lyrical
”), located at 250 West 55
th
Street, 37
th
Floor, New York, New York 10022, has been registered as an investment adviser since 2008. Lyrical provides investment advisory services to high net worth individuals, pension and profit sharing plans, corporations and other businesses and a UCITS fund.
|
(1)
|
Andrew Wellington – Managing Partner
|
(2)
|
Jeffrey Keswin – Managing Partner
|
(3)
|
Jeffrey Moses, Chief Compliance Officer and Chief Operating Officer
|
(4)
|
Peyton Gage, Chief Financial Officer
|
(d)
|
Barrow Street Advisors LLC (“
Barrow Street
”), located at 300 First Stamford Place, 3
rd
Floor East, Stamford, Connecticut, 06902, has been registered as an investment adviser since 2013. Barrow Street provides investment advisory services to pooled investment vehicles.
|
(1)
|
Robert F. Greenhill, Jr. – Principal
|
(2)
|
Nicholas Chermayeff – Principal
|
(3)
|
David R. Bechtel – Principal
|
(4)
|
David A. Azapinto, Chief Compliance Officer
|
(e)
|
Wavelength Capital Management, LLC (“
Wavelength
”), located at 250 West 57
th
Street, Suite 2032, New York, New York 10107, has been registered as an investment adviser since 2013.
|
(1)
|
Andrew G. Dassori – Founding Partner and Chief Investment Officer
|
a.
|
Partner at Den LLC / Den II LLC
|
(2)
|
Mark Landis – Founding Partner
|
(f)
|
Edge Advisors, LLC (“
Edge
”), located at 1380 Paces Ferry Road, NW, Suite 1000, Atlanta, Georgia 30327, has been registered as an investment adviser since 2006.
|
(1)
|
Julius P. Garlington – Partner
|
(2)
|
Paul Izlar – Partner
|
(3)
|
Henry M.T. Jones – Co-Managing Partner
|
(4)
|
William Maner – Partner
|
(5)
|
Albert Rayle – Partner
|
(6)
|
William Skeean – Co-Managing Partner
|
(7)
|
Lamar Davis – Director – Research
|
(8)
|
William DeButts III – Partner
|
a.
|
CEO at Glenmore Advisors (March 2010 – October 2014)
|
(9)
|
Stephen Halkos – Director
|
a.
|
Director of Research at Glenmore Advisors (May 2010 – October 2014)
|
(10)
|
Gordon Harper – Director – Marketing
|
(11)
|
Howell Hollis – Director – Research
|
a.
|
Senior Analyst at Cannon St. Capital (June 2014 – May 2015)
|
b.
|
Senior Analyst at Texas Municipal Retirement Systems (January 2013 – May 2014)
|
(12)
|
Brendan Keelan – Vice President
|
(13)
|
Elizabeth Mackie – Director – Portfolio Manager
|
(14)
|
Kendrick Mattox III – Partner, Managing Member
|
(15)
|
James Patrick – Partner
|
a.
|
Partner to Edge Corporate Finance
|
b.
|
Director of Marketing at Sapere Wealth Management (July 2013 – July 2014)
|
(16)
|
Paul Robertson – Managing Director – Portfolio Manager
|
(17)
|
Dennis Sabo – Managing Director – Research
|
(g)
|
Ryan Labs Asset Management, Inc. (“
Ryan
Labs
”), located at 500 Fifth Avenue, Suite 2520, New York, New York 10110, has been registered as an investment adviser since 1989.
|
(1)
|
Scott Davis – Board Member
|
a.
|
General Counsel of Sun Life Financial
|
(2)
|
John T. Donnelly – Board Member
|
a.
|
Senior Managing Director, Strategic Investments, of Sun Life Financial
|
(3)
|
Richard Familetti – Board Member, Director of Asset Management
|
(4)
|
Sean F. McShea – Board Member and Chief Executive Officer
|
(5)
|
Steve Preacher – Chairman of the Board
|
a.
|
President of Sun Life Investment Management under Sun Life Financial
|
(6)
|
Tom Keresztes, Chief Compliance Officer and Chief Operating Officer
|
(h)
|
Waycross Partners, LLC (“
Waycross
”) located at One Riverfront Plaza, 401 West Main Street, Suite 2100, Louisville, Kentucky 40202, has been registered as an investment adviser since 2015.
|
(1)
|
Benjamin Thomas – Managing Partner
|
a.
|
President of Waycross Holdings, Inc.
|
(2)
|
Larry Walker – Partner and Chief Compliance Officer
|
a.
|
Manager at Walker One, LLC
|
b.
|
Member of Boca Properties, LLC
|
(3)
|
John Ferreby – Partner
|
(4)
|
Matthew Bevin – Partner
|
a.
|
Governor of the Commonwealth of Kentucky
|
b.
|
Owner of Integrity Holdings, Inc.
|
c.
|
President Board Chair of Brittiney’s Wish, Inc.
|
d.
|
Member of Heart and Soul Candies, LLC
|
e.
|
Member of Golden Rule Signs, LLC
|
f.
|
President of Bevin Bros.
|
g.
|
Board Member and Investor in Neuronetric Solutions
|
h.
|
Investor, Munder Capital Management.
|
(i)
|
Topturn Fund Advisors, LLC (“
Topturn
”), located at 30 Ragsdale Drive, Suite 100, Monterey, California 93940, has been registered as an investment adviser since 2015.
|
(1)
|
Dan Darchuck – Chief Executive Officer and Chief Compliance Officer
|
a.
|
Chief Executive Officer of Topturn Capital, LLC
|
(2)
|
Greg Stewart – Chief Investment Officer
|
a.
|
Chief Investment Officer and Managing Member of Topturn Capital, LLC.
|
(j)
|
Alambic Investment Management, LP (“
Alambic
”), located at 655 Montgomery Street, Suite 1905, San Francisco, California 84000, has been registered as an investment adviser since 2015.
|
(1)
|
Albert Richards – Chief Executive Officer and Chairman
|
a.
|
Director of and an investor in CETIP SA
|
(2)
|
Brian Thompson – Chief Risk Officer and President
|
(3)
|
Mike Oberhaus – Chief Financial Officer & Chief Operational Officer
|
(4)
|
Robert Slaymaker – Partner
|
(5)
|
Mary Phillips – Chief Compliance Officer
|
(k)
|
Castlemaine LLC (“
Castlemaine
”), located at 250 West 57
th
Street, Suite 2032, New York, New York 10107, has been registered as an investment adviser since 2015.
|
(1)
|
Colm O’Shea – Member
|
(2)
|
Michael Perry – Member
|
a.
|
Founding Partner and Chief Investment Officer of COMAC Capital
|
(3)
|
Alfredo Viegas – Chief Investment Officer and Chief Compliance Officer
|
a.
|
Consultant to COMAC Capital (March 2016 – September 2016)
|
b.
|
Managing Director and Portfolio Manager at Nomura Securities International Inc. (October 2013 – March 2016)
|
(l)
|
Marshfield Associates, Inc. (“
Marshfield’
), located at 21 Dupont Circle NW, Suite 500, Washington, D.C. 20036, has been registered as an investment adviser since 1989.
|
(1)
|
Christopher M. Niemczewski – Managing Principal
|
(2)
|
Elise J. Hoffmann – Principal
|
(3)
|
Carolyn Miller – Principal
|
(4)
|
Melissa Vinick – Principal
|
(5)
|
William G. Stott – Principal
|
(6)
|
John Beatson – Principal
|
(7)
|
Chad Goldberg – Principal
|
(8)
|
Kimberly Vinick – Director of Operations
|
(9)
|
Carmen Colt – Chief Compliance Officer
|
(m)
|
Ladder Capital Asset Management LLC (“
Ladder
”), located at 345 Park Avenue, 8
th
Floor, New York, New York 10154, has been registered as an investment adviser since July 2016.
|
(1)
|
Brian Harris – CEO and Director
|
a.
|
CEO and Director of Ladder Capital Corp
|
(2)
|
Michael Mazzei – President and Director
|
(3)
|
Pamela McCormack – Chief Operating Officer
|
(4)
|
Marc Fox – Chief Financial Officer
|
(5)
|
Thomas Harney – Head of Merchant Banking & Capital Markets
|
(6)
|
Robert Perelman – Managing Director
|
(7)
|
Kelly Porcella – General Counsel and Secretary
|
(8)
|
Michelle Wallach – Chief Compliance Officer
|
(9)
|
Ed Peterson – Managing Director
|
(10)
|
Craig Sedmak – Managing Director
|
(11)
|
David Traitel – Managing Director
|
(n)
|
Hudson Valley Investment Advisors, Inc. (“
Hudson Valley
”), located at 117 Grand Street, Suite 201, Goshen, New York 10924, has been registered as investment adviser since 1995.
|
(1)
|
Gustave Scacco – CEO and Chief Investment Officer
|
a.
|
Chief Operating Officer and Senior Equity Analyst at TigerShark Management, LLC (February 2011 – February 2015)
|
(2)
|
Mark Lazarczyk – Chief Operating Officer and Chief Compliance Officer
|
(3)
|
Louis Heimbach – Chairman of Board of Directors
|
a.
|
Chairman, President and CEO of Sterling Forest LLC
|
b.
|
Chairman of the Board of Directors of Orange County Trust Company
|
c.
|
Director at Hudson Valley Economic Development Corporation
|
d.
|
Trustee of Orange County Citizens Foundation
|
e.
|
Chairman of Stewart Airport Commission
|
(4)
|
Michael Gilfeather – Director
|
a.
|
President and CEO of Orange County Trust Company
|
(5)
|
Thomas Guarino – Director, President, and Senior Portfolio Manager
|
(6)
|
Peter Larkin – Director
|
(7)
|
Michael Markhoff – Director
|
a.
|
Partner at Danziger & Markhoff LLP
|
(8)
|
Jonathon Rouis, CPA– Director
|
(a)
|
Partner at Rouis & Company
|
(b)
|
Director and the Secretary of the Orange Regional Medical Center Board
|
(p)
|
Stralem & Company Incorporated (“
Stralem
”), located at 551 Madison Avenue, 10
th
Floor
, New York, New York 10022
, has been registered as investment adviser since 1966.
|
(1)
|
Hirschel B. Abelson – Chairman
|
(2)
|
Philippe T. Laduane – Executive Vice President
|
(3)
|
Adam S. Abelson – Chief Investment Officer
|
(4)
|
Andrea Baumann Lustig – President
|
(q)
|
Edgemoor Investment Advisors, Inc. (“
Edgemoor
”), located at 7250 Woodmont Avenue, Suite 315, Bethesda, Maryland 20814, has been registered as an investment adviser since 1999.
|
(1)
|
Thomas P. Meehan – President
|
(2)
|
Paul P. Meehan – Managing Director and Chief Compliance Officer
|
(3)
|
R. Jordan Smyth, Jr. – Managing Director
|
(r)
|
Kempner Capital Management, Inc. (“
Kempner
”), located at 2201 Market Street, Galveston, 12
th
Floor, Texas 77550, has been registered as an investment adviser since 1982.
|
(1) |
Harris Leon Kempner, Jr. – President
|
(2) |
Diana Bartula – Vice President, Treasurer, and Chief Compliance Officer
|
(3) |
Vera, Greene – Vice President
|
(4) |
Michael S. Gault – Vice President
|
(5) |
Bridgette Landis – Asst. Vice President
|
Item 32. |
Principal Underwriters
|
(a)
|
The Distributor also acts as the principal underwriter for the following other open-end investment companies:
|
(b)
|
|
(c)
|
Inapplicable
|
Item 33. |
Location of Accounts and Records
|
Item 34. |
Management Services Not Discussed in Parts A or B
|
Item 35. |
Undertakings
|
ULTIMUS MANAGERS TRUST
|
|||
By:
|
/s/ David R. Carson
|
||
David R. Carson
|
|||
President
|
Signature
|
Title
|
Date
|
||
/s/ Robert G. Dorsey
|
Trustee
|
June 28
, 2017
|
||
Robert G. Dorsey
|
||||
/s/ Jennifer L. Leamer
|
Treasurer/Controller
|
June 28
, 2017
|
||
Jennifer L. Leamer
|
||||
*
|
Trustee
|
|||
David M. Deptula
|
/s/ Frank L. Newbauer
|
|||
Frank L. Newbauer
|
||||
*
|
Attorney-in-Fact*
|
|||
John J. Discepoli
|
Trustee
|
June 28
, 2017
|
||
*
|
||||
Janine L. Cohen
|
Trustee
|
Exhibit List
|
(d)(7)
|
Investment Advisory Agreement with Ryan Labs Asset Management Inc.
|
(d)(8)(B)
|
Amended Schedule A to the Investment Advisory Agreement with Waycross Partners, LLC
|
(d)(13)(B)
|
Amended Schedule A to the Investment Advisory Agreement with Marshfield Associates, Inc.
|
(g)(1)(N)
|
Sixteenth Amendment to the Custody Agreement with U.S. Bank
|
(g)(1)(O)
|
Eighth Amendment to the Custody Agreement with U.S. Bank
|
(h)(5)(L)(ii)
|
Amended Schedule A to the Expense Limitation Agreement with Marshfield Associates, Inc.
|
(j)
|
Consents of Independent Registered Public Accounting Firm
|
(m)(1)(ii)
|
Amended Schedule A to the Distribution Plan
|
(n)(2)
|
Amended 18f-3 Multi-Class Plan
|
(p)(1)
|
Amended Code of Ethics of the Registrant
|
(p)(2)(ii)
|
Amended Code of Ethics of Ultimus Fund Distributors, LLC
|
(p)(3)
|
Amended Code of Ethics of Fiera Capital Inc.
|
(p)(4)
|
Amended Code of Ethics of Cincinnati, Asset Management, Inc.
|
(p)(5)
|
Amended Code of Ethics of Lyrical Asset Management LP
|
(p)(6)
|
Amended Code of Ethics of Barrow Street Advisors LLC
|
(p)(8)
|
Amended Code of Ethics of Edge Advisors, LLC
|
(p)(9)
|
Amended Code of Ethics of Ryan Labs Asset Management, Inc.
|
(p)(11)
|
Amended Code of Ethics of Topturn Fund Advisors
|
(p)(13)
|
Amended Code of Ethics of Castlemaine LLC
|
(a) |
Covenants, Representations, and Warranties of the Adviser
.
|
(1) |
General.
The Adviser hereby represents and warrants to the Trust as follows: (i) the Adviser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
|
(2) |
Section 15(f).
In accordance with Section 15(f) of the 1940 Act, the Adviser covenants as follows: (i) for a period of three years after the effective date of this Agreement, none of the Adviser or its Affiliates shall cause, and each shall use commercially reasonable efforts to prevent, any “interested person” of the Adviser or its Affiliates, as such term is defined in the 1940 Act, to become a trustee of the Trust or any Fund unless, taking into account such interested person, at least 75 percent of the Trustees are not interested persons of the Trust or any Fund, and (ii) for a period of two years following the effective date of this Agreement, none of the Adviser or its Affiliates will cause, and each of the foregoing shall use commercially reasonable efforts to prevent, any Affiliate from engaging in or causing, any act, practice, or arrangement that imposes an “unfair burden” on the Fund within the meaning of Section 15(f) of the 1940 Act; provided, however, that if the Trust or Adviser shall have obtained an order from the SEC exempting it from the provisions of Section 15(f), then this covenant shall be deemed to be modified to the extent necessary to permit the applicable Party to act in a manner consistent with such exemptive order or legal opinion.
|
ULTIMUS MANAGERS TRUST,
on behalf of the
Fund listed on Schedule A
|
RYAN LABS ASSET MANAGEMENT INC.
|
||||
By: |
/s/ David R. Carson
|
By: |
/s/ Sean F. McShea
|
||
Name:
Title:
|
David R. Carson
President
|
Name:
Title:
|
Sean F. McShea
President
|
Name of Fund
|
Fee*
|
Ryan Labs Core Bond Fund
|
0.40%
|
*
|
As a percent of average daily net assets.
|
Name of Fund
|
Management Fee*
|
Navian Waycross Long/Short Fund
|
1.25%
|
*
|
As a percent of average daily net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily waive any portion of the advisory fee from time to time.
|
ULTIMUS MANAGERS TRUST |
WAYCROSS PARTNERS, LLC
|
||||
By: |
/s/ David R. Carson
|
By: |
/s/ Benjamin Thomas
|
||
Name:
Title:
|
David R. Carson
President
|
Name:
Title:
|
Benjamin H. Thomas
Managing Partner
|
Name of Fund
|
Fee*
|
Marshfield Concentrated Opportunity
Fund
|
0.95%
|
*
|
As a percent of average daily net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily waive any portion of the advisory fee from time to time.
|
ULTIMUS MANAGERS TRUST
On behalf of Marshfield Concentrated Opportunity Fund
|
MARSHFIELD ASSOCIATES, INC.
|
||||
By: |
/s/ David R. Carson
|
By: |
/s/ Christopher M. Niemczewski
|
||
Name: |
David R. Carson
|
Name: |
Christopher M. Niemczewski
|
||
Title: |
President
|
Title: |
Managing Principal
|
ULTIMUS MANAGERS TRUST
|
U.S. BANK NATIONAL ASSOCIATION
|
||||
By:
|
/s/ David R. Carson
|
By:
|
/s/ Michael L. Ceccato
|
||
Name:
|
David R. Carson
|
Name: |
Michael L. Ceccato
|
||
Title:
|
President | Title: |
Vice President
|
I.
|
Market Value Fee Per Fund
|
II.
|
Portfolio Transaction Fees:
|
§ |
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
§ |
No charge for the initial conversion free receipt.
|
§ |
Overdrafts – charged to the account at prime interest rate plus 2.
|
III.
|
Miscellaneous Expenses
|
IV.
|
Additional Services
|
*
|
Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
|
§ |
1–25 foreign securities: $500; 26–50 foreign securities: $1,000; Over 50 foreign securities: $1,500
|
§ |
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§ |
For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
|
§ |
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
|
§ |
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§ |
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§ |
SWIFT reporting and message fees.
|
I.
|
Market Value Fee Per Fund
|
II.
|
Portfolio Transaction Fees:
|
§ |
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
§ |
No charge for the initial conversion free receipt.
|
§ |
Overdrafts – charged to the account at prime interest rate plus 2.
|
III.
|
Miscellaneous Expenses
|
IV.
|
Additional Services
|
*
|
Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
|
§ |
1–25 foreign securities: $500; 26–50 foreign securities: $1,000; Over 50 foreign securities: $1,500
|
§ |
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§ |
For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
|
§ |
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
|
§ |
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§ |
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§ |
SWIFT reporting and message fees.
|
ULTIMUS MANAGERS TRUST
|
U.S. BANK, N.A.
|
||||
By:
|
/s/ David R. Carson |
By:
|
/s/ Michael R. McVoy | ||
Name:
|
David R. Carson
|
Name:
|
Michael R. McVoy
|
||
Title:
|
President
|
Title:
|
Senior Vice President
|
I.
|
Annual Fee Based Upon Market Value Fee Per Fund
|
II.
|
Portfolio Transaction Fees:
|
III.
|
Out-of-Pocket Expenses
|
§ |
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
§ |
No charge for the initial conversion free receipt.
|
§ |
Overdrafts – charged to the account at prime interest rate plus 2.
|
IV.
|
Additional Services
|
*
|
Subject to annual CPI increase, Milwaukee MSA.
|
*
|
Safekeeping and transaction fees are assessed on security and currency transactions.
|
§ |
1-25 foreign securities: $500
|
§ |
26-50 foreign securities: $1000
|
§ |
Over 50 foreign securities: $1,500
|
§ |
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§ |
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
§ |
Charges incurred by U.S. Bank, N.
A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage
and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§ |
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§ |
SWIFT reporting and message fees.
|
I.
|
Annual Fee Based Upon Market Value Fee Per Fund
|
II.
|
Portfolio Transaction Fees:
|
III.
|
Out-of-Pocket Expenses
|
§ |
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
§ |
No charge for the initial conversion free receipt.
|
§ |
Overdrafts – charged to the account at prime interest rate plus 2.
|
IV.
|
Additional Services
|
*
|
Subject to annual CPI increase, Milwaukee MSA.
|
*
|
Safekeeping and transaction fees are assessed on security and currency transactions.
|
§ |
1-25 foreign securities: $500
|
§ |
26-50 foreign securities: $1000
|
§ |
Over 50 foreign securities: $1,500
|
§ |
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
§ |
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
§ |
Charges incurred by U.S. Bank, N.
A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage
and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§ |
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§ |
SWIFT reporting and message fees.
|
Fund Name
|
Maximum Operating
Expense Limit*
|
Expiration Date
|
Marshfield Concentrated Opportunity Fund
|
1.10%
|
December 31, 2018
|
*
|
Expressed as a percentage of a Fund’s average daily net assets. This amount is exclusive of brokerage costs, taxes, interest, costs to organize the Fund, Acquired Fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act.
|
ULTIMUS MANAGERS TRUST
On behalf of Marshfield Concentrated Opportunity Fund
|
MARSHFIELD ASSOCIATES, INC.
|
||||
By:
|
/s/ David R. Carson
|
By:
|
/s/ Christopher M. Niemczewski | ||
Name: |
David R. Carson
|
Name: |
Christopher M. Niemczewski
|
||
Title: |
President
|
Title: |
Managing Principal
|
Funds
|
Share Classes
|
Rule 12b-1 Fee
|
Cincinnati Asset Management Funds: Broad Market Strategic Income Fund
|
N/A
|
0.25%
|
Blue Current Global Dividend Fund
|
Investor
|
0.25%
|
HVIA Equity Fund
|
Investor
|
0.25%
|
Kempner Multi-Cap Deep Value Equity Fund
|
Investor
|
0.25%
|
Ladder Select Bond Fund
|
Advisor
|
0.25%
|
Lyrical U.S. Hedged Value Fund
|
Investor
|
0.25%
|
Lyrical U.S. Value Equity Fund
|
Investor
|
0.25%
|
1. |
Introduction.
|
2. |
Allocation of Expenses
.
|
Ø |
Transfer agency fees identified by the transfer agent as being attributable to such Class of Shares;
|
Ø |
Printing and postage expenses related to preparing and distributing materials such as shareholder reports, notices, prospectuses, reports, and proxies to current shareholders of such Class of Shares or to regulatory agencies with respect to such Class of Shares;
|
Ø |
Blue sky registration or qualification fees incurred by such Class of Shares;
|
Ø |
Securities and Exchange Commission registration fees incurred by such Class of Shares;
|
Ø |
The expense of administrative and personnel services (including, but not limited to, those of a portfolio accountant or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such Class of Shares;
|
Ø |
Litigation or other legal expenses relating solely to such Class of Shares;
|
Ø |
Fees of the Trustees of the Trust incurred as a result of issues particularly relating to such Class of Shares;
|
Ø |
Independent registered public accountants’ fees relating solely to such Class of Shares; and
|
Ø |
Any additional expenses, other than advisory or custodial fees or other expenses relating to the management of a Fund’s assets, if such expenses are actually incurred in a different amount with respect to a Class of Shares that are of a different kind or to a different degree than with respect to one or more other Classes of Shares.
|
3. |
Dividends
.
|
4. |
Voting Rights
.
|
5. |
Class Arrangements
.
|
Ø |
Institutional Class
|
o |
Maximum Initial Sales Load: None
|
o |
Maximum Contingent Deferred Sales Charge: None
|
o |
Rule 12b-1 Distribution/Shareholder Servicing Fees: None
|
o |
Conversion Features: None
|
o |
Exchange Privileges: Institutional Class shares of a Fund may be exchanged (without payment of any exchange fee) at net asset value for Institutional Class shares of any other Fund or shares of a Fund that does not offer share classes; provided, however, said Fund is advised by the same investment adviser.
|
o |
Other Shareholder Services: The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Institutional Class shares of the Funds.
|
Ø |
Investor Class and Advisor Class
|
o |
Maximum Initial Sales Load (as a percentage of offering price): None.
|
o |
Maximum Contingent Deferred Sales Charge: None.
|
o |
Rule 12b-1 Distribution/Shareholder Servicing Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Investor Class Shares and Advisor Class Shares of a Fund (“Investor/Advisor Class shares”) may pay distribution and shareholder servicing fees of up to 0.25% per annum of the average daily net assets of any such Fund attributable to such Investor
/Advisor
Class shares.
|
o |
Conversion Features: None
|
o |
Exchange Privileges: Investor
/Advisor
Class shares of a Fund may be exchanged (without payment of any exchange fee) at net asset value for Investor
/Advisor
Class shares of any other Fund; provided, however, said Fund is advised by the same investment adviser.
|
o |
Other Shareholder Services: The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Investor
/Advisor
Class shares of the Funds.
|
6. |
Board Review
.
|
1. |
Definitions
|
Ø |
“Access person” shall mean any trustee or officer of the Trust. It shall also mean any consultant to the Trust or trustees who has access to the same information as a trustee or officer of the Trust.
|
Ø |
“Adviser” shall mean an investment adviser and/or sub-advisor to a series of the Trust.
|
Ø |
“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
|
Ø |
“Beneficial ownership” shall have the same meaning as in Rule 16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange Act of 1934. Generally, a person is considered the beneficial owner of securities if the person has a pecuniary interest in the securities and includes securities held by members of the person’s immediate family
1
sharing the same household, or other persons if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains from such securities benefits substantially equivalent to those of ownership.
|
Ø |
“Disinterested person” shall mean a trustee of the Trust who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act (a “Independent Trustee”) and any consultant to the Trust or the trustees to the extent the consultant’s access to information regarding the Trust and any series of the Trust is limited to the same information as an Independent Trustee.
|
Ø |
“Investment Personnel of a Fund or of a Fund's investment adviser” means: (a) Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund, or (b) Any natural person who controls the Fund or Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
|
Ø |
“Fund” shall each existing and future series established by the Trust.
|
Ø |
“Security” shall have the same meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: shares of any registered open-end investment company (other than the Fund or any exchange-traded fund); direct obligations of the U.S. Government; bankers’ acceptances; bank certificates of deposit; commercial paper; and high-quality short-term debt instruments, including repurchase agreements.
|
Ø |
A “security held or to be acquired by the Fund” shall mean (1) any security which, within the most recent fifteen (15) days, is or has been held by the Fund or is being or has been considered by the Fund or the Adviser for purchase by the Fund, or (2) any option to purchase or sell, and any security convertible into or exchangeable for, any such security.
|
Ø |
“Transaction” shall mean any purchase, sale or any type of acquisition or disposition of securities, including the writing of an option to purchase or sell securities.
|
2. |
Prohibition on Certain Actions
|
Ø |
Employ any device, scheme or artifice to defraud the Fund;
|
Ø |
Make any untrue statement of a material fact to the Trust or to omit to state a material fact necessary in order to make the statements made to the Trust, in light of the circumstances under which they are made, not misleading;
|
Ø |
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or
|
Ø |
Engage in any manipulative practice with respect to the Fund.
|
3. |
Code of Ethics of Adviser and Distributor
|
4. |
Quarterly Reporting of Securities Transactions
|
5. |
Initial and Annual Reporting of Holdings
|
6. |
Disclaimer of Beneficial Ownership
|
7. |
Review of Reports; Sanctions
|
8. |
Reporting to Board of Trustees
|
9. |
Notification of Reporting Obligation
|
10. |
Restrictions on Trading
|
11. |
Retention of Records
|
Ø |
A copy of this Code of Ethics and each code of ethics previously in effect for the Trust at any time within the past five years, must be maintained in an easily accessible place.
|
Ø |
A record of any violation of the Trust’s Code of Ethics, and any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.
|
Ø |
A copy of each report required to be made by an officer or trustee pursuant to this Code of Ethics must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.
|
Ø |
A record of all persons, currently or within the past five years, who are or were required to make reports under Sections 4 and 5, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place.
|
Ø |
A copy of each report required to be made by the Chief Compliance Officer of the Trust to the Board of Trustees pursuant to Section 8 must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.
|
Ø |
A record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under Section 10, for at least five years after the end of the fiscal year in which the approval is granted.
|
|
|
I.
|
Definitions
|
(a) |
“Access Person” shall mean any director, officer, employee or registered representative of the Company who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Securities by the Funds, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds regarding the purchase or sale of Securities. The Firm defines all employees as Access Persons for purposes of the Code.
|
(b) |
“Beneficial ownership” shall have the same meaning as in Rule 16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange Act of 1934. Generally, a person is considered the beneficial owner of Securities if the person has a pecuniary interest in the Securities and includes Securities held by members of the person’s immediate family sharing the same household, or other persons if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains from such Securities benefits substantially equivalent to those of ownership.
|
(c) |
“Board of Directors” shall mean a board of directors of an incorporated investment company or a board of trustees of an investment company created as a common-law trust.
|
(d) |
“Fund” shall mean an investment company registered under the 1940 Act for which the Company or an affiliate serves as principal underwriter, administrator, fund accountant or transfer agent.
|
(e) |
“Security” shall have the same meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include shares of registered open-end investment companies (other than exchange traded funds and any Funds listed in “
Exhibit A
,” as amended from time to time); direct obligations of the U.S. Government; banker’s acceptances; bank certificates of deposit; commercial paper; and high-quality short-term debt instruments, including repurchase agreements;
|
(f) |
A “Security held or to be acquired by the Funds” shall mean (1) any Security which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund or a Fund’s investment adviser for purchase by such Fund, or (2) any option to purchase or sell, and any Security convertible into or exchangeable for, any such Security.
|
(g) |
“Transaction” shall mean any purchase, sale or any type of acquisition or disposition of securities, including the writing of an option to purchase or sell Securities.
|
II.
|
Prohibition on Certain Actions & Pre-approval of Certain Investments
|
Ø |
Employ any device, scheme or artifice to defraud the Funds;
|
Ø |
Make any untrue statement of a material fact to the Funds or to omit to state a material fact necessary in order to make the statements made to the Funds, in light of the circumstances under which they are made, not misleading;
|
Ø |
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Funds; or
|
Ø |
Engage in any manipulative practice with respect to the Funds.
|
III.
|
Initial and Annual Reporting of Holdings
|
(1) |
the title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership;
|
(2) |
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held for the direct or indirect benefit of such Access Person; and
|
(3)
|
the date that the report is submitted by the Access Person.
|
IV.
|
Quarterly Reporting of Securities Transactions
|
V.
|
Record of Securities Transactions
|
VI.
|
Exemptions from Reporting Requirements
|
Ø |
Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;
|
Ø |
A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the firm holds in its records so long the confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter.
|
Ø |
A transaction report with respect to transactions effected pursuant to an automatic investment plan; and
|
Ø |
Any report with respect to contributions to, and holdings in, the Ultimus Fund Solutions, LLC Retirement & Profit Sharing Plan to purchase shares of the Funds, and holdings of shares of the Funds within such Plan.
|
VII.
|
Disclaimer of Beneficial Ownership
|
VIII.
|
Sanctions
|
IX.
|
Reporting to Board of Directors
|
X.
|
Notification of Reporting Obligation
|
XI.
|
Certification
|
|
|
Name (please print)
|
Title of Security
|
Number of Shares/ Principal Amount
|
Account Registration
|
Broker / Dealer / Bank
|
Account Number
|
|
|
||
Signature of Access Person
|
Approved
|
||
Date of Filing
|
Date Approved
|
|
|
Name (please print)
|
Title of Security
|
Number of Shares/ Principal Amount
|
Account Registration
|
Broker / Dealer / Bank
|
Account Number
|
|
|
||
Signature of Access Person
|
Approved
|
||
|
|
|
|
Date of Filing
|
Date Approved
|
|
|
||
Name (please print)
|
Quarter Ending
|
Date
|
Purchase/Sale/ Other
|
Number of Shares/
Principal Amount
|
Title of Security
|
Price
|
Broker/Dealer/Bank
|
Account Registration
|
Broker/Dealer/Bank
|
Account No.
|
Date Established
|
|
|
||
Signature of Access Person
|
Approved
|
||
|
|
||
Date of Filing
|
Date Approved
|
The Code of Ethics (this “
Code
”) is the property of Fiera Capital Inc. (the “
Firm
”) and must be returned to the Firm should an employee’s association with the Firm terminate for any reason. The contents of the Code are confidential and should not be revealed to third parties. The Code is intended to give sufficient information and guidance such that an employee may gain an understanding of the standards of business conduct applicable to employees as well as the regulatory rules and requirements that the Firm is subject to. Circumstances vary and practices evolve. To retain flexibility and relevance, new policies, guidance and amendments may be promulgated by email or even verbally before ultimately being incorporated into the Code. Such communications should be considered to be as valid and binding as the formal guidance contained in the Code. Where the information or guidance contained in the Code or in the Firm’s Compliance Manual (the “
Manual
”) does not appear to address your particular situation you should consult with the Firm’s Chief Compliance Officer.
|
Fiera Capital Inc.
|
Code of Ethics |
Definitions
|
3
|
Background
|
6
|
Standards of Business Conduct
|
7
|
Insider Trading Policy
|
8
|
Personal Securities Transactions and Reporting Policy
|
12
|
External Activities Policy
|
18
|
Gifts and Entertainment Policy
|
20
|
Attachment A – Code Ethics Acknowledgement Form
|
21
|
Attachment B – Employee Compliance Questionnaire
|
22
|
Attachment C – Pre-clearance Form for Securities Transactions
|
25
|
Attachment D – Quarterly Reporting Form: Transactions and Accounts
|
27
|
Attachment E – Initial/Annual Holdings Reporting Form: Reportable Securities
|
28
|
Attachment F – Initial/Annual Holdings Reporting Form: Accounts
|
29
|
Attachment G – Letter to a Broker/Dealer
|
30
|
Attachment H – Gift and Entertainment Pre-clearance
|
31
|
Attachment I – Gifts and Entertainment Log
|
32
|
Fiera Capital Inc.
|
Code of Ethics |
Definitions
|
· |
Access Person
– An Access Person is a Supervised Person who has access to non-public information regarding any client’s trading or any reportable fund’s holdings, who is involved in making securities recommendations to Clients, or who has access to non- public securities recommendations. Due to the Firm’s structure, all of the Firm’s Employees are presumed to be Access Persons. For the purpose of the Code, independent directors or Non-resident Directors are not considered Supervised Persons, and therefore, are not Access Persons.
|
· |
Advisers Act
– Investment Advisers Act of 1940, as amended.
|
· |
Automatic Investment Plan
– A program in which regular trades are made automatically in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
|
· |
Beneficial Interest
– Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability, directly or indirectly, to profit or share in any profit from a securities transaction. An individual generally has a Beneficial Interest in all securities held directly or indirectly, as well as those owned directly or indirectly by family members sharing the same household. Examples are provided within the Personal Securities Transaction Policy.
|
· |
Board
– The Firm’s Board of Directors.
|
· |
CEO
– The Firm’s Chief Executive Officer.
|
· |
CCO
– The Firm’s Chief Compliance Officer.
|
· |
CFTC
– Commodity Futures Trading Commission.
|
· |
Clients
– Separate managed accounts, private funds or registered funds.
|
· |
Compliance Team
– Means the CCO and various other employees reporting to the CCO and/or the Firm’s General Counsel, such as employees holding the following, or similar titles: Compliance Officer; Paralegal; Compliance Analyst; Associate General Counsel; or Senior Associate General Counsel.
|
· |
Employees
– The Firm’s officers, principals and employees as well as Associated Persons.
|
· |
ERISA
– The Employee Retirement Income and Savings Act of 1974, as amended.
|
· |
Federal Securities Laws
– The Federal Securities Laws includes the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.
|
· |
Fiera Associated Persons
– Employees of Fiera Capital Corporation that perform services for Clients who have agreed to comply with the PA Manual with respect to services performed for Clients.
|
· |
Firm –
Fiera Capital Inc.
|
· |
Investment Company Act
– The Investment Company Act of 1940, as amended.
|
· |
Insider Trading
– Trading personally or on behalf of others on the basis of Material Non-Public Information, or improperly communicating Material Non-Public Information to others.
|
· |
IPO
– An initial public offering. An IPO is an offering of Securities registered under the Securities Act where the issuer, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Exchange Act.
|
· |
Material Non-Public Information
– Information that (i) has not been made generally available to the public, and that (ii) a reasonable investor would likely consider important in making an investment decision. Consult the Firm’s CCO if you are unsure whether information constitutes Material Non-Public Information.
|
· |
Mutual Fund(s)
– The registered investment companies advised or sub-advised by the Firm.
|
· |
Nonpublic Personal Information
– Regulation S-P defines “nonpublic personal information” to include personally identifiable financial information that is not publicly available, as well as any list, description, or other grouping of consumers derived from nonpublic personally identifiable financial information.
|
· |
Non-resident Director --
Any director of the Firm who (a) is not an officer, employee or shareholder of the Firm, (b) does not maintain a business address at the Firm, (c) does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of securities by the Firm, information regarding recommendations concerning the purchase or sale of securities by the Firm or information regarding securities being considered for purchase or sale by the Firm, and (d) does not, in the ordinary course of his business, receive or have access to current information regarding the portfolio holdings of any investment fund the Firm or its control affiliates manage or of any investment fund in which the Firm’s clients have invested.
|
· |
PA Manual
– The Participating Affiliate Compliance Policies and Procedures attached as Appendix P to the Manual.
|
· |
Private Placement
– Also known as a “Limited Offering.” An offering that is exempt from registration pursuant to sections 4(2) or 4(6) of the Securities Act, or pursuant to Rules 504, 505, or 506 of Regulation D.
|
· |
Security
– Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a Security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “Security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or Any questions about whether an instrument is a Security for purposes of the Federal Securities Laws should be directed to the CCO.
|
· |
SEC
– The Securities and Exchange Commission.
|
· |
Securities Act
– The Securities Act of 1933, as amended.
|
· |
Senior Management
– The CEO and/or the Board.
|
· |
Supervised Person
– An adviser’s Supervised Persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control. For the purposes of the Code, independent directors are not considered supervised persons.
|
· |
SRO
– A self-regulatory organization, such as FINRA.
|
☐ |
Comply with Federal Securities Laws;
|
☐ |
Comply with this Standards of Business Conduct, the Insider Trading Policy, the Personal Securities Transaction Policy, and the External Activities Policy detailed below;
|
☐ |
Promptly report any improper or suspicious activities, including any suspected violations of the Code to the Compliance Team;
|
☐ |
Provide the Compliance Team written acknowledgement of receipt of the Code initially upon employment and upon request of the Compliance Team (utilizing a form substantially similar to Attachment A); and
|
☐ |
Provide the CCO all information necessary to assess compliance risk for the Firm (typically, such information will be solicited annually using a form substantially similar to Attachment B).
|
Fiera Capital Inc.
|
Code of Ethics |
☐ |
defraud a client in any manner;
|
☐ |
mislead a client, including by making a statement that omits material facts;
|
☐ |
engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client;
|
☐ |
engage in any manipulative practice with respect to a client; or
|
☐ |
engage in any manipulative practice with respect to securities, including price manipulation.
|
· |
We expect all Employees to act with integrity and in an ethical manner when dealing with the public, current and prospective Clients and Investors, and fellow Employees;
|
· |
We expect all Employees to adhere to the highest standards with respect to any potential conflicts of interest with Clients and/or Investors – simply stated, no Employee should ever enjoy a benefit at the detriment of any Client or Investor;
|
· |
We expect all Employees to notify the CCO promptly in the event that the Employee may have failed to comply with (or becomes aware of another person’s failure to comply with) the policies and procedures set forth in the Manual or the Code; and
|
· |
We expect all Employees to cooperate to the fullest extent reasonably requested by the CCO so as to enable: (i) the CCO to discharge his respective duties under the Manual and the Code and (ii) the Firm to comply with the Federal Securities Laws to which it is subject.
|
· |
Trading by an insider while in possession of Material Non-Public Information; or
|
· |
Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or
|
· |
Communicating Material Non-Public Information to others in breach of a fiduciary duty.
|
☐ |
Dividend or earnings announcements
|
☐ |
Write-downs or write-offs of assets
|
☐ |
Additions to reserves for bad debts or contingent liabilities
|
☐ |
Expansion or curtailment of company or major division operations
|
☐ |
Merger, joint venture announcements
|
☐ |
New product/service announcements
|
☐ |
Discovery or research developments
|
☐ |
Criminal, civil and government investigations and indictments
|
☐ |
Pending labor disputes
|
☐ |
Debt service or liquidity problems
|
☐ |
Bankruptcy or insolvency problems
|
☐ |
Tender offers, stock repurchase plans, etc.
|
☐ |
Information concerning upcoming research analyst recommendations (upgrades/downgrades) prior to dissemination
|
☐ |
Recapitalization
|
Fiera Capital Inc.
|
Code of Ethics |
☐ |
Shall not trade the securities of any company in which they possess Material Non-Public Information about the company.
|
☐ |
Shall not trade in any synthetic instruments that give the Firm’s clients exposure to the securities of any company in which they possess Material Non-Public Information about the company.
|
☐ |
Shall not trade the securities of any company in which they are deemed insiders who may possess Material Non-Public Information about the company.
|
☐ |
Shall not discuss any potentially Material Non-Public Information with colleagues, except as specifically required by their position.
|
☐ |
Shall immediately report the potential receipt of Material Non-Public Information to the CCO.
|
☐ |
Shall not proceed with any research, trading, etc. until the CCO informs the Employee of the appropriate course of action.
|
☐ |
Employees may not purchase or sell any Covered Securities (defined below under
Categories of Securities and Beneficial Ownership
) unless the Employee has complied with the pre-clearance procedures set forth below.
|
☐ |
Employees must have written pre-clearance for all personal securities transactions in Covered Securities before completing any such transaction. The Firm reserves the right to withhold approval of any proposed transaction that may have the appearance of improper conduct.
|
☐ |
No pre-clearance is required for transactions taking place in Exempt Securities (defined below under
Categories of Securities and Beneficial Ownership
).
|
☐ |
Employees must provide quarterly transactions and brokerage account reports, and initial and annual holdings and brokerage account reports, in each case as set out below under
Reporting Requirements
.
|
A. |
Securities Transactions that
Require Pre-Clearance.
|
(1) |
Covered Securities.
Employees
must pre-clear
any transaction in the following categories of securities in which the Employee has any beneficial ownership (explained below) (collectively, “
Covered Securities”
):
|
· |
any equity security of a company;
|
· |
any bond or other debt instrument of a company (a “
Company Debt Instrument
”);
|
· |
options on any equity security of a company or Company Debt Instrument;
|
· |
futures contracts on any equity security of a company or Company Debt Instrument;
|
· |
shares of and/or interests in private investment funds, hedge funds, investment clubs and any other pooled investment vehicles exempt from registration under the Investment Company Act (collectively, “
Hedge Funds
”);
|
· |
interests in any other limited partnerships (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes) whether or not Hedge Funds (as defined above);
|
· |
Shares issued by open-end funds and exchange-traded funds (“
ETFs
”) managed or sub-advised by the Firm or its affiliates (“
Affiliated Mutual Funds
”); and
|
· |
Securities in limited or private offerings (commonly referred to as private placements) or IPOs.
|
B. |
Securities Transactions that
Do Not Require Pre-Clearance.
|
(1) |
Exempt Securities.
Employees are
not required to pre-clear
any transaction in the following categories of securities (collectively, “
Exempt Securities
”):
|
· |
Direct obligations of the government of the United States;
|
· |
Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
|
· |
Shares issued by money market funds;
|
· |
Interests in 529 college savings plans;
|
· |
Shares issued by open-end funds and ETFs that are not Affiliated Mutual Funds; and
|
· |
Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.
|
(2) |
Automatic Investment Plans and Non-Discretionary Accounts
. Pre-clearance is not required for transactions in any security or other instrument effected: (i) pursuant to an automatic investment plan; or (ii) in an account over which an the Employee has no direct or indirect influence or control (
e.g.
, any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such Employee has no direct or indirect influence or control) (“
Non-Discretionary Accounts”),
provided a broker letter is on file. For Non-Discretionary Accounts, a letter from the broker in which the account is maintained must be submitted to the Compliance Team through MCO or transactions in such accounts will need to be reported. Employees may be required to make additional representations each quarter with respect to these accounts. The Compliance Team will determine on a case-by-case basis whether an account qualifies for either of these exceptions.
|
Fiera Capital Inc.
|
Code of Ethics |
· |
Securities held by members of the Employees’ immediate family sharing the same household. For this purpose, “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law. Adoptive relationships are included;
|
· |
Employees’ interests as a general partner in securities held by a limited partnership; and
|
· |
Employees’ interests as a manager or member in the securities held by a limited liability company.
|
· |
All of their Reportable Securities; and
|
· |
The name of any broker, dealer, or bank with which
any
securities are held (note that this includes accounts holding both Reportable Securities
and
Exempt Securities).
|
· |
All of their Reportable Securities; and
|
· |
The name of any broker, dealer, or bank with which
any
securities are held (note that this includes accounts holding both Reportable Securities
and
Exempt Securities).
|
· |
Disclosing in writing all necessary facts to the CCO;
|
· |
Offering the particular opportunity to the Firm; and
|
· |
Obtaining written authorization to participate from Senior Management.
|
1 |
Note – this form can be found on MCO as part of the Compliance Manual acknowledgement form and is substantially similar but may not be identical to one in this Attachment.
|
Fiera Capital Inc.
|
Code of Ethics |
Question
|
Yes
|
No
|
|
1.
|
Are you or any members of your immediate family employed by a financial services company or a company that provides products or services to the Firm?
|
||
2.
|
Do you or any member of your immediate family serve as a general partner or managing member for an investment-related pooled investment vehicle?
|
||
3.
|
Do you or any members of your immediate family have some other business or personal relationship with, or substantive investment in, a financial services company or a company that provides products or services to the Firm?
|
||
4.
|
Do you or any members of your immediate family have any business or personal relationship with any Client or Investor?
|
||
5.
|
Are you or any members of your immediate family employed by any government?
|
||
6.
|
Do you or any members of your immediate family serve as officers or directors of any organizations (including private companies, public companies, and not-for-profit organizations)?
|
||
7.
|
Are you aware of any conflicts of interest that have not already been disclosed to the CCO involving the Firm, you or your immediate family members and any Client or Investor.
|
||
8.
|
In the past ten (10) years, have you been convicted of, plead guilty, or plead no contest in a domestic, foreign, or military court to any:
·
Felony
·
Misdemeanor involving investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
|
Question
|
Yes
|
No
|
|
9.
|
In the past ten (10) years, has any federal regulatory agency, the U.S. Postal Service, any state agency, or any foreign financial regulatory authority found you:
·
To have made a false statement or omission?
·
To have been involved in a violation of SEC or CFTC regulations or statutes?
·
To have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?
|
||
10.
|
In the past ten (10) years, has any federal regulatory agency, the U.S. Postal Service, any state regulatory agency, or any foreign financial regulatory authority:
·
Entered an order against you in connection with investment-related activity?
·
Imposed a civil money penalty on you, or ordered you to cease and desist from any activity?
|
||
11.
|
In the past ten (10) years, has any self-regulatory organization or commodities exchange found you to have:
·
Made a false statement or omission, or been dishonest, unfair, or unethical?
·
Been involved in a violation of investment-related regulations or statutes?
·
Been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?
|
||
12.
|
Has an authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?
|
||
13.
|
In the past ten (10) years, has any domestic or foreign court:
·
Enjoined you in connection with any investment-related activity?
·
Found that you were involved in a violation of investment-related statutes or regulations?
·
Dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?
|
Question |
Yes
|
No
|
|
14.
|
Are you now the subject of any proceeding that could result in a “yes” answer to any of the preceding questions?
|
||
New Employees should skip questions 19 through 25.
|
|||
15.
|
During the past twelve (12) months, have you obtained pre-clearance and reported all personal securities transactions or holdings in accordance with the Firm’s Personal Securities Transaction Policy?
|
||
16.
|
During the past twelve (12) months, have you complied with the approval and reporting provisions within the Firm’s Gift and Entertainment Policy?
|
||
17.
|
During the past twelve (12) months, have you received any Client or Investor complaint that was not escalated in accordance with the Firm’s Client or Investor Complaint Policy?
|
||
18.
|
During the past twelve (12) months, have you distributed any marketing or advertising materials that were not reviewed and approved in accordance with the Firm’s Marketing and Advertising Policy or with the Marketing Supplement Relating to Private Investment Vehicles?
|
||
19.
|
During the past twelve (12) months, have you received any material non- public information that you did not disclose to the CCO?
|
||
20.
|
During the past twelve (12) months, have you become aware of any violation of the Firm’s Code of Ethics that you did not disclose to the CCO?
|
||
21.
|
During the past twelve (12) months, have you become aware of any violation of the Firm’s Client and Investor Privacy Policy that you did not disclose to the CCO?
|
1. |
I have no Material Non-Public Information or other knowledge pertaining to this proposed transaction that constitutes a violation of Company policy, confidentiality agreements or securities laws;
|
2. |
The proposed transaction complies in all respects with the provisions of the Firm’s Code of Ethics including the trading blackout provision;
|
3. |
If the proposed transaction does not comply with the provisions of the Firm’s Code of Ethics, I may be subject to disciplinary action;
|
4. |
I am not an officer, director or principal shareholder of the issuer and am not required to file reports required by Section 16 of the Exchange Act.
|
5. |
I attest that I will not recommend, promote, support or otherwise encourage the initial purchase or any sale of this security in client accounts for a period of 30 days.
|
6. |
If after thirty (30) days I or the Investment Committee transact in this security, I will immediately provide the CCO with a detailed outline describing the current appropriateness of client inclusion/disposition in portfolio versus this transaction date.
|
7. |
Should this security be brought up for discussion with the Investment Committee as a whole or individually for inclusion in portfolio, I will fully disclose all details of this transaction to the individual and/or group before the discussion continues. I will also inform the CCO in writing immediately.
|
3 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
Signature:
|
|
Date: | |||
Print Name:
|
Internal Use Only
Pre-clearance/Approval:
Compliance Reviewer:
Reasons Supporting Decision:
Date:
Notes/Comments:
|
Approved/Disapproved:
Approved/Disapproved:
|
Fiera Capital Inc.
|
Code of Ethics |
Number of Shares
|
Security Name
|
Type (common stock,
bond, etc.)
|
Ticker or CUSIP
|
Buy / Sell
|
Principal Amount
|
Interest Rate / Maturity
|
Price
|
Date
|
Executed By (Broker/Dealer
or Bank)
|
Name of Broker/Dealer or Bank
|
Account Title
|
Account Number
|
Date Account was Established
|
Signature:
|
Print Name:
|
Date:
|
4 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
Fiera Capital Inc.
|
Code of Ethics |
Security Name
|
Ticker or CUSIP
(As Applicable)
|
Type
(Common Stock,
Bond, etc.)
|
Number of Shares
or Principal Amount
(As Applicable)
|
Signature
|
Date
|
||
Print Name
|
5 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
Fiera Capital Inc.
|
Code of Ethics |
Name of Broker/Dealer or Bank
|
Account Title
|
Account Number
|
Signature
|
Date
|
||
Print Name
|
6 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
Fiera Capital Inc.
|
Code of Ethics |
Re:
|
Account No.
|
||
Account Name
|
cc: |
Stephen McShea, Chief Compliance Officer
|
7 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
8 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
Fiera Capital Inc.
|
Code of Ethics |
Date
|
Employee/Supervised
Person Giving or Receiving
the Gift or Entertainment
|
Description of
the Gift or Entertainment
|
Approximate
Dollar Value
or Cost
|
Outside
Giver or Recipient
|
Relationship
between Giver
and Recipient
|
Reason for
Gift or
Entertainment
|
9 |
Note – this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.
|
1. |
Act in a professional and ethical manner at all times.
|
2. |
Act for the benefit of clients.
|
3. |
Act with independence and objectivity.
|
4. |
Act with skill, competence, and diligence.
|
5. |
Communicate with clients in a timely and accurate manner.
|
6. |
Uphold the applicable rules governing capital markets and comply with all applicable Federal securities laws.
|
1. |
I have fully disclosed all securities holdings in which I have, or a member of my immediate family has, a beneficial interest.
|
2. |
I have obtained pre-clearance for all securities transactions in which I have, or an immediate member of my family has, a beneficial interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the CCO.
|
3. |
I have reported all securities transactions in which I have, or any member of my immediate family has, a beneficial interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the CCO.
|
4. |
I have complied with the Code of Ethics in all other respects.
|
5. |
List all accounts in which you have direct or indirect beneficial interest of control in the table below. Please attach a copy of the holdings section of your last custodial statement.
|
Account Number
|
Account Name
|
Custodian
|
* |
Any additional accounts may be listed on the back of this form
|
Signature
|
|||
Print Name
|
|||
Dated:
|
, 201_
|
1. |
I have fully disclosed all securities holdings in which I have, or a member of my immediate family has, a beneficial interest.
|
2. |
I have obtained pre-clearance for all securities transactions in which I have, or an immediate member of my family has, a beneficial interest except for transactions exempt from pre- clearance or for which I have received an exception in writing from the CCO.
|
3. |
I have reported all securities transactions in which I have, or any member of my immediate family has, a beneficial interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the CCO.
|
4. |
I have complied with the Code of Ethics in all other respects.
|
Signature
|
|||
Print Name
|
|||
Dated:
|
, 201_
|
· |
We must at all times place the interests of our Funds first.
|
· |
All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an Employee's position of trust and responsibility.
|
· |
Employees must not take any inappropriate advantage of their positions at the Firm.
|
· |
Information concerning the identity of securities and financial circumstances of the Funds and their investors must be kept confidential.
|
· |
Independence in the investment decision-making process must be maintained at all times.
|
A. |
Persons and Accounts Covered by the Code
|
1. |
Employees
|
2. |
Access Persons
|
· |
Has access to nonpublic information regarding any Fund's purchases or sales of securities, or nonpublic information regarding the portfolio holdings of any SEC registered investment company that the Firm or any of our affiliates manages; or
|
· |
Is involved in making securities recommendations to the Funds, or has access to such recommendations that are nonpublic.
|
3. |
Accounts and Covered Securities
|
a. |
Personal Accounts
|
b. |
Covered Securities
|
· |
Debt and equity securities;
|
· |
All forms of limited partnership and limited liability company interests, including interests in private investment funds (such as hedge funds), and interests in investment clubs; and
|
· |
Foreign unit trusts and foreign mutual funds.
|
· |
Options and futures on the foregoing.
|
· |
Direct obligations of the U.S. government (
e.g.,
treasury securities);
|
· |
Bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt obligations, including repurchase agreements;
|
· |
Shares issued by money market funds;
|
· |
ETFs and ETNs that are organized as unit investment trusts;
|
· |
Shares of open-end mutual funds that are not advised or sub-advised by the Firm (or the Firm's affiliates);
|
· |
Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds, none of which are funds advised or sub-advised by the Firm (or the Firm's affiliates); and
|
· |
Options and futures on the foregoing.
|
c. |
Investments in Securities purchased for Firm Clients
|
B. |
Compliance with Applicable Federal Securities Laws
|
C. |
Securities Holdings Reports by Access Persons
|
1. |
Initial and Annual Holdings Reports
|
a. |
Contents of Holdings Reports
|
b. |
Timing of Holdings Reports
|
2. |
Quarterly Transaction Reports
|
a. |
Contents of Transaction Reports
|
b. |
Timing of Quarterly Transaction Reports
|
3. |
Exceptions to the Reporting Requirements
|
a. |
Any report with respect to
covered securities
held in a
personal account
over which the
access person
had no direct or indirect influence or control (e.g., a blind trust).
|
b. |
A quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan (
i.e.
, a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including any dividend reinvestment plans).
|
c. |
A quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Firm holds in its records so long as the Firm receives such confirmations or statements no later than 30 days after the end of the applicable calendar quarter.
|
D. |
Pre-Approval for Trades in Covered Securities, IPOs and Private Placements
|
· |
Issued in an initial public offering (
i.e.
, an offering of securities registered under the Securities Act, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act); or
|
· |
Issued in a limited offering (
i.e.
, an offering that is exempt from registration under the Securities Act pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 thereunder).
|
E. |
Prohibited Transactions in Mutual Funds
|
F. |
Service on Boards of Directors and Other Outside Activities
|
G. |
Gifts and Entertainment
|
H. |
Reporting Violations
|
I. |
Exceptions to the Code
|
· |
The Employee seeking the exception provides the Compliance Officer with a written statement (i) detailing the efforts made to comply with the requirement from which the Employee seeks an exception and (ii) containing a representation that compliance with the requirement would impose significant undue hardship on the Employee;
|
· |
The Compliance Officer believes that the exception would not harm or defraud a Fund, violate the general principles stated in the Code or compromise the Employee's or the Firm's fiduciary duty to any Fund; and
|
· |
The Employee provides any supporting documentation that the Compliance Officer may request from the Employee.
|
J. |
Administration of the Code
|
· |
A copy of the Code that is in effect, or at any time within the past five years was in effect;
|
· |
A record of any violation of the Code, and of any action taken as a result of the violation;
|
· |
A record of all written acknowledgements of receipt, review and understanding of the Code from each person who is currently, or within the past five years was, an Employee;
|
· |
A record of each report made by an
access person
, including any brokerage confirmations and brokerage account statements obtained from
access persons
;
|
· |
A record of the names of persons who are currently, or within the past five years were,
access persons
; and
|
· |
A record of any decision, and the reasons supporting the decision, to approve the acquisition of an IPO or limited offering.
|
· |
A record of any exception from the Code granted by the Compliance Officer, all related documentation supplied by the Employee seeking the exception, and the reasons supporting the decision to grant the exception.
|
K. |
Sanctions
|
L. |
Acknowledgment of Receipt and Compliance
|
Name of Access Person:
|
||
Date of Submission:
|
Type of Report
(check one)
:
|
Initial Holdings Report
(submitted within 10 days after becoming an access person)
|
|
Annual Holdings Report
(submitted annually)
|
I. |
Securities Accounts
|
Account Title
|
Broker/Institution Name and Address
|
Account Number
|
II. |
Covered Securities
|
Title of Security
|
Type of Security
|
Ticker or CUSIP
|
Number of Shares
|
Principal Amount
|
1.
|
||||
2.
|
||||
3.
|
||||
4.
|
||||
5.
|
||||
6.
|
||||
7.
|
||||
8.
|
||||
9.
|
||||
10.
|
By:
|
|||
Name:
|
|||
Date:
|
Name of Access Person:
|
||
Date of Submission:
|
I. |
Transactions
|
Trade Date
and
Transaction
Type
|
Transaction
Price and
Number of
Shares
|
Name of
Security
|
Ticker or
CUSIP
|
Interest Rate
and Maturity
Date
|
Principal
Amount
|
Broker/
Institution
|
By:
|
|||
Name:
|
|||
Date:
|
SECTION I PERSONAL SECURITIES TRANSACTIONS
|
2
|
|
1.1
|
Purpose
|
2
|
1.2
|
Statement of Policy
|
2
|
1.3
|
Monitoring Procedures
|
5
|
1.4
|
Restricted List
|
6
|
1.5
|
Effect of Violation
|
7
|
SECTION II GIFTS AND ENTERTAINMENT
|
7
|
|
2.1
|
Statement of Policy
|
7
|
2.2
|
Gifts
|
7
|
2.3
|
Cash
|
7
|
2.4
|
Entertainment
|
8
|
2.5
|
Government Officials
|
8
|
2.6
|
Payments or Gifts to Foreign Officials
|
8
|
2.7
|
DOL Form LM-10 – Gifts to Union Personnel
|
10
|
2.8
|
Solicited Gifts
|
10
|
2.9
|
Reporting
|
10
|
SECTION III COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS
|
10
|
|
3.1
|
Statement of Policy
|
10
|
SECTION IV REPORTING VIOLATIONS – WHISTLEBLOWER POLICY
|
11
|
|
4.1
|
Statement of Policy
|
11
|
SECTION V BOOKS AND RECORDS
|
14
|
|
5.1
|
Maintenance Requirements
|
14
|
5.2
|
Disclosure and Availability
|
14
|
SECTION VI SERVICE ON BOARDS OF DIRECTORS AND OTHER OUTSIDE ACTIVITIES
|
14
|
|
6.1
|
Statement of Policy
|
14
|
Employee Investment Request Form
|
Exhibit 1
|
|
Duplicate Broker Confirmation and Account Statement Letter
|
Exhibit 2
|
|
Annex A
|
||
Annex B
|
||
Acknowledgement Form
|
1 |
An “access person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser, who:
|
(a) |
has access to non-public information regarding any clients purchase or sale of securities, non- public information regarding the portfolio holdings of any fund managed by the investment adviser or its affiliates; or
|
(b) |
is involved in making securities recommendations to clients, or has access to such recommendations that are non-public.
|
1.1 |
Purpose
|
1.2 |
Statement of Policy
|
1.3 |
Requirements under the 1940 Act
|
1.4 |
Monitoring Procedures
|
1.5 |
Restricted List
|
1.6 |
Effect of Violation
|
2.1 |
Statement of Policy
|
2.2 |
Gifts
|
2.3 |
Cash
|
2.4 |
Entertainment
|
2.5 |
Government Officials
|
2.6 |
Payments or Gifts to Foreign Officials
|
· |
an officer or employee of any national, regional, local or other government entity (
e.g.
, representatives of a sovereign wealth fund);
|
· |
an elected foreign official (
e.g.
, a mayor, legislator or city council member);
|
· |
an officer or employee of any entity in which a foreign government owns or controls an interest (
e.g.
, an employee of a foreign government-owned company, an employee of a sovereign wealth fund, or a foreign government-sponsored think tank);
|
· |
a candidate for foreign political or elected foreign government office or a political party official (
e.g.
, an official of the Communist Party of China);
|
· |
an officer or employee of a public international organization (
e.g.
, the World Bank, World Health Organization or United Nations); and
|
· |
a private person acting in an official capacity for or on behalf of any foreign government, any foreign government entity or any public international organization (
e.g.
, a consultant performing due diligence on behalf of a sovereign wealth fund).
|
2.7 |
DOL Form LM-10 – Gifts to Union Personnel
|
2.8 |
Solicited Gifts
|
2.9 |
Reporting
|
3.1 |
Statement of Policy
|
4.1 |
Statement of Policy
|
• |
With the reasonable belief of the individual making the disclosure that the conduct or matter covered by the disclosure could give rise to an Improper Activities, and
|
• |
Pursuant to the procedures contained herein.
|
5.1 |
Maintenance Requirements
|
• |
A copy of each Code that has been in effect at any time during the past five years;
|
• |
A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
|
• |
A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a supervised person;
|
• |
Holdings Reports and Quarterly Transactions Reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
|
• |
A list of the names of persons who are currently, or within the past five years was, access persons;
|
• |
A record of any decision and supporting reasons for approving the acquisition of securities by employees in IPO’s and/or limited offerings for at least five years after the end of the fiscal year in which approval was granted.
|
5.2 |
Disclosure and Availability
|
6.1 |
Statement of Policy
|
To: |
Chief Compliance Officer
|
Subject: |
Securities Transaction Request
|
Account No.
|
Brokerage Firm:
|
1. |
Date:
|
|
If transaction is a SELL, date securities purchased
|
2.
|
Security Type:
Common
Bond
Option
Other
|
3. |
Security Name or Symbol:
|
4. |
Security Description:
|
5.
|
Transaction type:
BUY
SELL
SELL SHORT
|
6. |
Size of Proposed Transaction: Number of Shares, Bonds or Other
|
7. |
Reason for purchase/sale:
|
8. |
Security has been bought or sold on behalf of an advisory client within the last 5 days or is under active consideration for purchase or sale on behalf of an advisory client:
|
Chief Compliance Officer Signature
|
Employee Signature
|
From:
|
Account Title
|
Account Number
|
Dated:
|
Employee Signature:
|
|||
Name & Address:
|
Employee name
|
|||
Date:
|
Type of Report
(check one)
:
|
Initial Holdings Report
|
|
Annual Holdings Report
|
Broker Name
|
Account number
|
Address
|
Phone/Fax/email contact
|
Other information
|
|
Name and Type of Security
|
Ticker Symbol or CUSIP Number
|
Number of Shares
|
Principal Amount
|
Employee Signature
|
Employee name
|
Date:
|
Attached are all trade confirmations or brokerage account statements for all of my Personal Accounts (as defined in the Firm’s Code of Ethics) for the quarter ended
, 20
|
Below is a list of all securities transactions effected in all of my Personal Accounts for the quarter ended
, 20.
|
I have submitted duplicate confirmations or brokerage statements for all securities transactions in all of my Personal Accounts for the quarter ended
, 20.
|
There were no securities transactions in any of my Personal Accounts during the quarter ended
, 20.
|
Trade Date and Transaction Type
|
Name of Security, Ticker Symbol or CUSIP Number
|
Nature of Transaction
|
Interest Rate and Maturity Date
|
Price at which Transaction Effected
|
Number of Securities
|
Name of Broker
|
Employee Signature
|
Signed
|
Date
|
||
Print Name
|
I. |
Business Conduct Standard
|
II. |
Compliance with Applicable Law
|
III. |
Securities Holdings and Transaction Reports
|
A. |
Personal trading procedures
: Edge has instituted the following procedures which govern the Firm’s Access People’s personal trading activities. The Chief Compliance Officer is responsible for the oversight and compliance with these procedures.
|
· |
Review personal transaction requests and grant written or verbal approval before access persons can place a personal securities transaction ("pre-clearance").
|
· |
As a matter of policy, Edge will strongly discourage Access Persons from trading in securities the same day the same security is purchased on behalf of clients of Edge. Approval may occasionally be granted, however, if it can be clearly demonstrated that the client was not disadvantaged by the employee trade (i.e. in the case where an employee wishes to place a small trade in a highly liquid security that normally trades with heavy trading volume). The CCO will maintain records used in this analysis.
|
· |
The Chief Compliance Officer will review the Access Person’s statements on a regular basis to determine whether they have traded in securities without prior approval.
|
· |
Maintain "restricted lists" of issuers about which the advisory firm has inside information, prohibiting any trading (personal or for clients) in securities of those issuers.
|
· |
Remind Access Persons that Edge strongly discourages “short- term” trading. Short-term trading is defined as buying or selling a security within 30 days after the previous transaction that security. The Chief Compliance Officer, through his regular reviews of the Firm’s Access Person’s accounts, will identify any short-swing or market timing trading. Any patterns of frequent trading by Access Persons will be addressed by the CCO.
|
· |
Requires each Access Person to notify the Chief Compliance Officer of all brokerage and investment accounts. The CCO will
then arrange to have duplicate account statements sent to his attention for regular review.
|
· |
Establish procedures for assigning new securities analyses to employees whose personal holdings do not present apparent conflicts of interest.
|
B. |
Initial and Annual Holdings Reports:
The Chief Compliance Officer, upon the time an employee of Edge becomes an Access Person, will make a report outlining that person’s securities holdings. This report will be provided no later than 10 days after the start of the Access Person’s employment. Employee holdings may be provided in the form of brokerage statements.
|
C. |
Security Transactions Not Subject To The Reporting Requirement
: No reports are required:
|
· |
Buys of common stock through a dividend reinvestment program.
|
· |
Transactions in accounts over which the Access Person has no direct or indirect influence or control.
|
· |
Shares of securities received during a corporate action in an existing holding (i.e. a spin-off or a stock dividend).
|
· |
Shares of securities sold pursuant to a formal tender offer.
|
· |
Shares of stock delivered or received pursuant to an option exercise.
|
D. |
Trade Supervision of CCO:
|
· |
The Chief Compliance Officer’s securities holdings and transaction reports, will be approved and reviewed by the Chairman of the firms’s Board of Directors (“Chairman”), Bill Maner. Since the Chairman may frequently be out of the office, the CCO will review Edge’s trading activity and firm holdings prior to placing a trade. The firm trading and holdings information will be captured by printing screenshots from the firm’s custodian website, and the trade information will be recorded on a log to record all information. The screenshot and log will be provided to the Chairman who will then verify the trade information against the monthly statements.
|
E. |
Securities Subject To the Reporting Requirement
: Access Persons must submit to the Chief Compliance Officer their holdings and transaction reports for "reportable securities" in which the access person has, or acquires, any direct or indirect beneficial ownership. An Access Person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person's household.
Rule 204A-1 treats all securities as reportable securities, with five exceptions designed to exclude securities that appear to present little opportunity for the type of improper trading that the access person reports are designed to uncover. Those securities include:
|
· |
Transactions and holdings in direct obligations of the Government of the United States.
|
· |
Money market instruments — bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments.
|
· |
Shares of money market funds.
|
· |
Transactions and holdings in shares of other types of mutual funds with the exception of mutual funds for which the advisor serves as the investment advisor.
|
F. |
Private Placements
: Access Persons must notify the advisor before investing in any private placement. In notifying the advisor of the planned investment, the Access Person must document whether they will receive selling compensation for placing the investment with any outside investors. The advisor has the right to require additional information or to place additional restrictions in cases where the Access Person is receiving compensation. An Access Person is required to have the Chief Compliance Officer document, in writing, receipt of the above information regarding the investment in a private placement.
|
IV. |
Required Reporting of Violations
|
V. |
Distribution and Acknowledgement
|
Name (Please Print):
|
|||
Signature:
|
|||
Date:
|
|
|
1. |
You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interest of RLAM clients;
|
2. |
You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and RLAM clients’ activities; and
|
3. |
You must not take advantage of your position at RLAM to misappropriate investment opportunities from RLAM clients.
|
1. |
To employ any device, scheme or artifice to defraud any client or prospective client;
|
2. |
To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or
|
3. |
To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.
|
1. |
Use or employ, or attempt to use or employ, any manipulative device, scheme or artifice to defraud;
|
2. |
Make, or attempt to make, any untrue or misleading statement of a material fact or to omit to state a material fact necessary in order to make the statements made not untrue or misleading;
|
3. |
Engage, or attempt to engage, in any act, practice, or course of business, which operates or would operate as a fraud or deceit upon any person; or,
|
4. |
Deliver or cause to be delivered, or attempted to deliver or cause to be delivered, for transmission through the mails or interstate commerce, by any means of communication whatsoever, a false or misleading or inaccurate report concerning market information or conditions that affect or tend to affect the price of any security, knowing, or acting in reckless disregard of the fact that such report false, misleading, or inaccurate. Notwithstanding the foregoing, no violation of this subsection shall exist where the person mistakenly transmits, in good faith, false or misleading or inaccurate information to a price reporting service.
|
1. |
The term “
access person
” shall mean any member of RLAM’s Board of Directors, and any RLAM personnel, including officers or employees of RLAM. The term “
access person
” also includes any other Sun Life Financial employee and/or independent contractor (including temporary employees and interns) having access to:
|
a. |
Nonpublic information regarding any RLAM client’s purchase or sale of reportable securities;
|
b. |
Nonpublic information regarding the portfolio holdings of a RLAM client; and/or
|
c. |
Nonpublic securities recommendations made by RLAM to its clients.
|
2. |
The term “
acquisition
” or “
acquire
” includes, without limitation, a purchase and the receipt of any gift or distribution of a reportable security (as defined below).
|
3. |
The term “
automatic investment plan”
shall mean a program in which regular periodic purchases (or withdrawals) of reportable securities are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
|
4. |
The term “
beneficial ownership
” shall mean a direct or indirect “pecuniary interest” that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. The term “pecuniary interest” generally means the opportunity directly or indirectly to receive or share in any profit derived from a transaction in a security, whether or not the security or the relevant account is in such person’s name or held in an ordinary brokerage or retirement plan account. An indirect pecuniary interest in securities by a person would be deemed to exist as a result of:
|
a. |
Ownership of reportable securities by any of such person’s immediate family members sharing the same household, including child, stepchild, grandchild, parent, stepparent, grandparent, spouse (including civil unions granted to same-sex couples), sibling, mother- or father-in‑law, sister‑ or brother‑in‑law, and son‑ or daughter‑in‑law;
|
b. |
The person’s partnership interest in the portfolio securities held by a general or limited partnership which such person controls;
|
c. |
The existence of a performance‑related fee (not simply an asset‑based fee) received by such person as broker, dealer, investment adviser or manager to a securities account;
|
d. |
The person’s right to receive dividends from a security even if such right is separate or separable from the underlying securities;
|
e. |
The person’s interest in securities held by a trust under some circumstances; and
|
f. |
The person’s right to acquire securities through the exercise or conversion of a “derivative security” (which term excludes: (i) a broad‑based index option or future; (ii) a right with an exercise or conversion privilege at a price that is not fixed; and (iii) a security giving rise to the right to receive such other security only pro rata and by virtue of a merger, consolidation or exchange offer involving the issuer of the first security).
|
5. |
The term “
Code of Ethics Review Committee
” (the “CER Committee”) shall mean the President, Chief Compliance Officer, and other management of RLAM as required. The members of the CER Committee may appoint additional senior personnel of RLAM or Sun Life Financial to the CER Committee from time to time as they deem appropriate. The CER shall have ultimate decision making authority on recommendations made by the Compliance Review Office. If a matter under consideration by the CER relates to a member, that said member will abstain from the decision making process.
|
6. |
The term “
Compliance Review Office
” (the “CRO”) shall mean the Chief Compliance Officer and those members of the RLAM or Sun Life Financial Compliance team designated to receive and review reports of purchases and sales by access persons, to interpret this Code, and to establish procedures under this Code.
|
7. |
The term “
Controlled Account
” is a non-client account for which an access person has a beneficial ownership interest or discretionary authority. This discretionary authority may include power of attorney and/or trade authorization for accounts for which an access person has no beneficial ownership. Examples include, but are not limited to, serving as a trustee of a trust account, or trading on behalf of any person who is not an immediate family member sharing the same household as the access person. (Please review the definition of “beneficial ownership” above.)
|
8. |
The term “
Discretionary Account
” is an account in which the access person has given a 3rd party full discretionary management authority and trading rights to execute transactions without consent from the account owner. The 3rd party may decide upon securities, pricing and timing, subject to any limitations in the agreement.
|
9. |
The term “
Federal securities laws
” shall mean the Securities Act of 1933, as amended (“1933 Act”), the 1934 Act, the Sarbanes-Oxley Act of 2002,Investment Company Act of 1940 ( the “1940 Act”) the Advisers Act, Title VII of the Dodd-Frank Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.
|
10. |
The term “
fund
” shall mean an investment company registered under the 1940 Act.
|
11. |
The term "
initial public offering
" shall mean an offering of securities registered under the 1933 Act, the issuer of which, immediately before registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
|
12. |
The term "
limited private offering
" shall mean an offering that is exempt from registration under the 1933 Act, pursuant to Section 4(2) or 4(6) of such Act or Rule 504, 505 or 506 there under. These types of securities could include, Private Placements, including Hedge Funds and Private Pooled Vehicles.
|
13. |
The term “
material non‑public information
” with respect to an issuer shall mean information, not yet released to the public, which would have a substantial likelihood of affecting a reasonable investor’s decision to buy or sell any securities of such issuer.
|
14. |
The term “
personal relationship
” shall mean any family or household member, or other persons(s) with whom the access person has had a long standing relationship where the potential for a beneficial interest or conflict exists.
|
15. |
The term “
purchase
” shall include, but not be limited to, the writing of an option to purchase, and the receipt of, through a gift or any other acquisition, a reportable security.
|
16. |
The term “
reportable fund
” shall mean any fund (as defined above, other than a money market fund):
|
a. |
whose investment adviser or principal underwriter controls, is controlled by, or is under common control with RLAM, or
|
b. |
For purposes of this section, “reportable fund” has the same meaning as it does in
Section 2(a)(9) of the 1940 Act
|
17. |
The term “
reportable
security
” means a security as defined in Section 202(a)(18) of the Advisers Act or any applicable successor provision. Currently, this means any “security”, including any note, stock, treasury stock, exchange traded fund (“ETF”), reportable fund, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit‑sharing agreement, collateral‑trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting‑trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, or “limited private offerings”, as defined in Item 13, except that “reportable security” shall not include:
|
a. |
Direct obligations of the United States government (i.e., Treasury securities, as distinct from securities issued by United States government agencies or instrumentalities);
|
b. |
Bankers’ acceptances;
|
c. |
Bank certificates of deposit;
|
d. |
Commercial paper;
|
e. |
High quality, short term debt instruments, including repurchase agreements;
|
f. |
Shares of money market funds;
|
g. |
Shares of open‑end funds other than reportable funds;
|
h. |
Shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which is a reportable fund; or
|
18. |
The term “sale” or “sell” shall include, but not be limited to, the writing of an option to sell and the making of a gift of a reportable security.
|
19. |
A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
|
1. |
Competing with Client Trades
. No
access person
shall, directly or indirectly, purchase or sell securities if the access person knows, or reasonably should know, that such securities transactions compete in the market with actual or considered securities transactions for any client of RLAM, or otherwise personally act to injure any client’s securities transactions.
|
2. |
Personal Use of Client Trading Knowledge.
No
access person
shall use the knowledge of securities purchased or sold by any client of RLAM or securities being considered for purchase or sale by any client of RLAM to profit personally, directly or indirectly, by the market effect of such transactions.
|
3. |
Disclosure of Client Trading Knowledge.
No access person shall, directly or indirectly, communicate to any person who is not an access person any material non‑public information relating to any client of RLAM or any issuer of any security owned by any client of RLAM, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of any client of RLAM, except to the extent necessary to effect securities transactions on behalf of the client of RLAM.
|
4. |
Transactions During Prohibited Periods.
|
5. |
Limited Public Offerings.
No access person shall purchase the following investments (other than a new offering of a registered open-end investment company):
|
· |
Initial Public Offerings; or
|
· |
Secondary Offerings
|
6. |
Disclosure of Client Trading.
An
access person
who is seeking pre-clearance shall disclose any such investment in which they are considering purchasing in a RLAM portfolio to the CRO.
|
7. |
Investment Clubs
. No
access person
shall participate in an investment club without obtaining prior written approval from the Compliance Review Office. Investments made through the club are subject to the Code and its requirements.
|
8. |
Speculative Trading in Sun Life securities
. No access person shall, directly or indirectly, sell any Sun Life Financial security short, sell a call option or purchase a put option on any Sun Life Financial security. Furthermore, all access persons are prohibited from profiting from the purchase and sale of the same or equivalent Sun Life Financial security within 30 calendar days (determined using the LIFO method
1
). Profits from such trades must be disgorged (surrendered).
|
9. |
Gifts, Entertainment and Favors.
Access persons must not make business decisions that are or appear to be influenced by the giving or accepting of gifts, entertainment, or favors. Access person are prohibited from soliciting gifts, entertainment and charitable contributions.
|
1
|
LIFO – Last In, First Out. For trading purposes, access persons must calculate the 30 day holding period by using the trade date of the most recently purchased (or shorted) lot of the security and add 30 days to such date. For example – access person purchases 100 shares of XYZ stock on January 10 and again on March 1. Sales (at a profit) would not be allowed until April 1, 30 days after the most recent purchase.
|
10. |
Trading Through Certain Persons.
|
a. |
No Investment person shall, directly or indirectly, execute reportable securities transactions through individual investment advisers and/or bank or broker-dealer personnel who have either RLAM or any company in the Sun Life Financial group of companies as their account coverage responsibilities.
|
b. |
No access person shall, directly or indirectly, execute reportable securities transactions on behalf of RLAM or its clients through individual investment advisers and/or bank or broker-dealer personnel who have a personal relationship with the Investment person. All Investment persons must report any personal relationships with bank or broker-dealer personnel with whom RLAM does business.
|
11. |
Board Service.
No
access person
shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Compliance Review Office that the board service would be consistent with the interests of clients. All access persons must report board memberships as well as an appointment to a board of directors as a result of a RLAM private investment. All access persons must report any immediate family members who hold officer or director positions.
|
12. |
Outside Employment
All
access persons
are prohibited from accepting any service, employment, engagement, connection, association or affiliation in or with any enterprise, business or otherwise, which is likely to interfere materially with the effective discharge of responsibilities to RLAM and its clients. All access persons must report employment outside of RLAM.
|
13. |
Spreading of False or Misleading Rumors
. No
access person
shall intentionally engage in the creation, spread, or use of false or misleading rumors intended to manipulate securities prices.
|
14. |
Use of Social Networking Websites. All
access persons
are prohibited from using social networking websites (e.g., Facebook, LinkedIn, Twitter) to discuss investment recommendations or strategies. In addition, access persons must refrain from discussing and/or mentioning RLAM (or its affiliates) or any of its clients and/or the business conducted by these entities on such sites without prior approval from the Compliance Department.
|
1. |
Pre-clearance Procedure
. Each
access person
must obtain approval prior to purchasing, selling, or entering contingent trade orders
2
on any reportable security or RLAM managed mutual funds in a controlled account or in which he or she has or would acquire beneficial ownership. To obtain prior approval, access persons must follow RLAM’s pre-clearance procedure, as designated by the Compliance Review Office. The pre-clearance requirement does not apply to the exempt securities and exempt transactions specified in Section V below.
|
2. |
Trade Execution
. Any transaction approved pursuant to the pre-clearance procedure must be executed by the end of the next trading day after the approval is granted. The end of the trading day for any reportable security is the closing time on the exchange where the reportable security is principally traded. If the transaction has not been executed by the end of the specified time, the approval will expire and the trade cannot proceed until the access person again follows the pre-clearance procedure and obtains another approval.
|
3. |
Automatic Revocation
. If a pre-clearance request is granted, the access person may assume that the transaction will not violate the “Competing with Client Trades” or “Transactions During Restricted Periods” restrictions of Sections III.1. and III.4. of this Code unless the access person has actual knowledge to the contrary. If an access person receives pre-clearance for a reportable security transaction, then becomes aware that the reportable security:
|
a. |
is being considered for purchase or sale; or
|
b. |
has become the subject of a buy or sell order for a RLAM client,
|
2
|
Contingent trade orders would include stop orders or limit orders or stop-limit orders to be executed on a same day or good-till-canceled basis.
|
a.
|
The date of each transaction, the title, and as applicable, the exchange ticker or CUSIP number, interest rate and maturity date (if applicable), number of shares or units, and the principal amount of each reportable security or reportable fund involved;
|
b.
|
The nature of each transaction (i.e., purchase, sale or other type of acquisition or disposition); and
|
c.
|
The price at which each transaction was effected;
|
1. |
Brokerage Account Information.
The quarterly report shall contain the following
information with respect to any controlled or any other account in which the access person had beneficial ownership in which reportable securities transactions were effected during the reporting period:
|
· |
The name of the broker-dealer or bank with or through whom each transaction was effected;
|
· |
The account number; and
|
· |
The account type.
|
a) |
The title and type of security, and as applicable, the exchange ticker or CUSIP number, and the number of shares and principal amount of each reportable security in which the access person had any direct or indirect beneficial ownership;
|
b) |
The name of the broker-dealer or bank, account number and account type; and
|
c) |
The nature of the account.
|
a) |
The name and office of the broker, dealer or bank maintaining the account and the account number;
|
b) |
Account type;
|
c) |
The name of the primary account holder; and
|
d) |
The date the account was established (initial only).
|
1. |
Exception for accounts where there is no control
. In accordance with Section V.B.1. of this Code, the reports required by this Section IV may exclude information relating to purchases or sales of reportable securities for accounts over which the access person has no direct or indirect influence or control. (e.g. blind trust)
|
2. |
Reporting for other exempt transactions.
Every report concerning a reportable securities transaction that relies upon a Section V.B. exemption other than Section V.B.1. shall contain a brief statement explaining the circumstances that qualify the transaction for the exemption.
|
1. |
Initial Receipt
. The Certificate of Compliance submitted together with the Initial Holdings Report shall serve as the receipt for initial delivery of the Code.
|
2. |
Subsequent Amendments
. Compliance will notify all access persons of material amendments to the Code. The Annual Certificate of Compliance will serve as the written acknowledgement of receipt of the amendment.
|
1. |
Transactions in the following types of securities are exempt from the trading restrictions set forth in Sections III. 4 and 6 and the pre-clearance requirements, but not the reporting requirements set forth in Section IV of this Code:
|
a. |
Equities and Equity ETF’s
|
b. |
Unit investment trusts in which the access person has no direct or indirect influence or control over the investment portfolio (other than unaffiliated open‑ended registered investment companies, shares of which are not considered reportable securities at all for these purposes);
|
c. |
Bonds issued or guaranteed by sovereign, state or provincial governments or supranational issuers (other than U.S. Government securities, which are not considered reportable securities at all for these purposes);
|
d. |
Securities issued by United States government agencies or instrumentalities (other than U.S. Government securities, which are not considered reportable securities at all for these purposes);
|
e. |
Options granted as part of a stock option plan (please note that the subsequent sale of the shares exercised are subject to the pre-clearance requirements set forth in Section IV.A.1 and the reporting requirements set forth in Section IV.B and C); and
|
f. |
Securities of Sun Life Financial, including securities of funds that invest in Sun Life Financial securities pursuant to employee benefit plans for employees of companies in the Sun Life Financial group of companies; and
|
g. |
Reportable Funds.
|
1. |
Purchase or sales of reportable securities for an account where the access person has authorized an independent 3
rd
party to manage the account. (e.g. discretionary accounts). (Please note that this exemption is extremely narrow and should not be relied upon without prior written approval from the Compliance Review Office.);
|
2. |
Acquisitions or dispositions or purchases or sales of reportable securities as a result of a corporate action or option exercise by counterparties which is non‑volitional on the part of the access person;
|
3. |
Purchases of reportable securities which are part of an
automatic investment plan
, but only to the extent that the access person makes no voluntary adjustments in the predetermined schedule or allocation (Note: Access persons must obtain pre-clearance for a sell transaction under an
automatic investment plan
.);
|
4. |
Purchases of reportable securities made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;
|
5. |
Tenders of reportable securities pursuant to tender offers that are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class; and
|
6. |
Dividend reinvestments
|
1. |
Examine the quarterly and annual reports and prepare summary reports of all reporting violations by access persons;
|
2. |
Compare pre-clearance requests with portfolio transactions of RLAM clients and determine whether a violation of this Code may have occurred;
|
3. |
Conduct surveillance and monitoring on other substantive provisions of the Code; and
|
4. |
Provide the CER with quarterly reports.
|
C. |
Reporting of Violations
. Before making any determination that an access person has committed a violation of this Code, the Compliance Review Office shall give the access person an opportunity to supply additional explanatory material relating to the potential violation. If the Compliance Review Office then determines that a violation of this Code has occurred, the circumstances of the violation will be brought before the Code of Ethics Review Committee.
|
D. |
Annual Training.
The Compliance Review Office will conduct annual training and educational sessions. Access persons are required to attend the training sessions and/or continuing education as well as read any applicable materials.
|
· |
A requirement for duplicate confirmations and statements
|
· |
A memo
|
· |
A management discussion
|
· |
A Written Notice of Violation
|
· |
A monetary penalty
|
· |
Reversals of trades
|
· |
Forfeit of profit
|
· |
Absorption of loss
|
· |
Suspension of personal trading privileges
|
· |
Suspension of employment
|
· |
Termination of employment
|
· |
Referral to civil or criminal authorities
|
· |
Failure to file an initial holdings report within ten days of becoming an access person; and
|
· |
Failure to file quarterly transactions, annual statement of holdings report by the federally mandated deadline (30 days).
|
· |
Failure to disclose Board Service and Outside Employment
|
· |
Trading without receiving appropriate pre-clearance or trading outside the approval period (including the blackout period);
|
· |
Trading after being denied approval; and
|
· |
Selling a security within 30 days of a purchase of the same security or purchasing a security within 30 days of a short sale of the same security resulting in a profit.
|
· |
Failure to pre-clear entertainment greater than de minimis.
|
· |
Failure to report gifts and entertainment
|
1. |
In an easily accessible place, a copy of this Code (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;
|
2. |
A record of any violation of this Code (and any prior code of ethics that was in effect at any time during the past five years) and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;
|
3. |
In an easily accessible place, a record of all written acknowledgements of receipt of this Code, and any amendments to this Code, for each person who is currently, or within the past five years was, an access person of RLAM;
|
4. |
A copy of each report (or any information supplied in lieu thereof) submitted by an access person under this Code for a period of five years after the end of the fiscal year in which the report is made or the information is supplied, provided that for the first two years such copy must be preserved in an easily accessible place;
|
5. |
In an easily accessible place, a list of all persons who are, or within the past five years were, required to make reports pursuant to this Code and of all persons who are members of the Compliance Review Office;
|
6. |
A copy of each report required by the Code for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such copy must be maintained in an easily accessible place; and
|
7. |
A written record of any decision and the reasons supporting such decision, to approve the acquisition by an access person of securities offered in any initial public offering or limited offering for a period of five years following the end of the fiscal year in which the approval is granted.
|
|
|
Signature
|
|
|
|
Employee’s Name (Print)
|
|
|
|
Date
|
·
|
To employ any device, scheme or artifice to defraud any client or prospective client of the Firm;
|
·
|
To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any client or prospective client of the Firm;
|
·
|
To make any untrue statement of a material fact to a client or omit to state a material fact necessary in order to make the statements made to the client, in light of the circumstances under which they are made, not misleading; or
|
·
|
To engage in any fraudulent, deceptive, or manipulative practice.
|
·
|
Performing any activities they are not otherwise authorized to perform under Firm policies, the Compliance Manual or the Rules;
|
·
|
Failing to disclose conflicts of interests;
|
·
|
Recommending securities or investment products outside the Investment Parameters of the client;
|
·
|
Permitting their personal investments or affiliations to influence advice to a client;
|
·
|
Failing to notify the Chief Compliance Officer immediately about, or attempting to settle, any client complaints on their own;
|
·
|
Guaranteeing any security or investment product recommended to the client or the performance of a client’s investment or account;
|
·
|
Signing a client’s name to any document, even if the client gives permission to do so;
|
·
|
Accepting money from a client as additional compensation for investment advisory services offered;
|
·
|
Borrowing money from, lending money to, or otherwise accepting an investment from a client without prior consent from the Chief Compliance Officer;
|
·
|
Making discretionary trades for a client who has not given the Firm written authority to make such trades;
|
·
|
Advertising their services or those of the Firm without prior approval of the Firm;
|
·
|
Raising money for charitable or political organizations without prior approval from the Firm;
|
·
|
Becoming employed with another company or serving as a director of another company without prior approval from the Firm; and
|
·
|
Giving gifts worth more than $100 to clients or receiving gifts worth more than $100 from clients without prior approval from the Chief Compliance Officer.
|
(i)
|
Who has access to nonpublic information regarding any clients’ purchase or sale of securities;
|
(ii)
|
Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic;
|
(iii)
|
Because the Firm’s primary business is providing investment advice, all of the Firm’s directors, officers and partners are presumed to be access persons; or
|
(iv)
|
Such other persons as the Chief Compliance Officer will designate.
|
(i)
|
Of any Family Member of the Access Person;
|
(ii)
|
For which the Access Person acts as a custodian, trustee or other fiduciary;
|
(iii)
|
Of any corporation, partnership, joint venture, trust, company or other entity which is neither subject to the reporting requirements of section 13 or 15(d) of the 1934 Act nor registered under the Investment Company Act of 1940 (the “Company Act”) and in which the Access Person or a Family Member has a direct or indirect Beneficial Ownership; and
|
(iv)
|
Of any Access Person of the Firm.
|
(i)
|
That person’s spouse or minor child who resides in the same household;
|
(ii)
|
Any adult related by blood, marriage or adoption to the Access Person (a “relative”) who shares the Access Person’s household;
|
(iii)
|
Any relative dependent on the Access Person for financial support; and
|
(iv)
|
Any other relationship (whether or not recognized by law) which the Chief Compliance Officer determines could lead to the possible conflicts of interest or appearances of impropriety this Code of Ethics is intended to prevent.
|
(i)
|
Information is generally deemed “material” if a reasonable investor would consider it important in deciding whether to purchase or sell a company’s securities or information that is reasonably certain to affect the market price of the company's securities, regardless of whether the information is directly related to the company’s business.
|
(ii)
|
Information is considered “nonpublic” when it has not been effectively disseminated to the marketplace. Information found in reports filed with the Commission or appearing in publications of general circulation would be considered public information.
|
(i)
|
Direct obligations of the Government of the United States;
|
(ii)
|
Money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements;
|
(iii)
|
Shares issued by money market funds;
|
(iv)
|
Shares issued by other open-end mutual funds; and
|
(v)
|
Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds.
|
·
|
while aware of material nonpublic information about a company, may purchase or sell securities of that company until the information becomes publicly disseminated and the market has had an opportunity to react;
|
·
|
will disclose material nonpublic information about a company to any person except for lawful purposes; or
|
·
|
may purchase or sell any Restricted Securities, found on the Restricted Securities List attached as
Exhibit H
, as for as long as the publicly traded company (or any member of its senior management) is a client of the Firm, unless expressly approved in advance by the Chief Compliance Officer.
|
·
|
Discussion of Rumors that are published by widely circulated;
|
·
|
Discussion of Rumors among other financial services professionals when discussing market or trading conditions; and
|
·
|
Discussion with others for the purpose of verifying, or inquiring into the truthfulness or accuracy of a Rumor.
|
·
|
The title, type of security, and as applicable the exchange ticker or CUSIP number, number of shares and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;
|
·
|
The name of any broker, dealer or bank in which the Access Person maintains an account in which any securities (including but not limited to Reportable Securities) are held for the Access Person’s direct or indirect Beneficial Ownership; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
The date of the transaction, the title, the exchange ticker symbol or CUSIP number (if applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security;
|
·
|
The nature of the transaction (i.e., purchase, sale, gift or any other type of Acquisition or Disposition):
|
·
|
The price of the Reportable Security at which the transaction was effected;
|
·
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
The title, type of security, and as applicable the exchange ticker or CUSIP number, number of shares and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;
|
·
|
The name of any broker, dealer or bank in which the Access Person maintains an account in which securities (including but not limited to Reportable Securities) are held for the Access Person’s direct or indirect Beneficial Ownership; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
Any reports with respect to Securities held in accounts over which the Access Person had no direct or indirect influence or control;
|
·
|
A transaction report with respect to transactions effected pursuant to an automatic investment plan;
|
·
|
A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Firm holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the close of the calendar quarter in which the transaction takes place.
|
·
|
Has received, read and understand this Code of Ethics and recognizes that the Access Person is subject to the Code;
|
·
|
Has complied with all the requirements of this Code of Ethics; and
|
·
|
Has disclosed or reported all personal securities transactions, holdings and accounts required by this Code of Ethics to be disclosed or reported.
|
·
|
Any arrest, summons, subpoena, indictment or conviction for a criminal offense;
|
·
|
An investigation or governmental proceeding;
|
·
|
Any refusal of registration or injunction, censure, fine or other disciplinary action imposed by a regulatory body;
|
·
|
Any litigation or arbitration;
|
·
|
Any bankruptcy proceedings; or
|
·
|
Any other disciplinary event which the Firm personnel believes may be material to their employment at the Firm.
|
·
|
A copy of the Code of Ethics adopted and implemented and any other Code of Ethics that has been in effect at any time within the past five years;
|
·
|
A record of any violation of the Code of Ethics, and of any action taken as a result of the violation;
|
·
|
A record of all written acknowledgments for each person who is currently, or within the past five years was, an Associated Person of the Firm;
|
·
|
A record of each Access Person report described in the Code of Ethics;
|
·
|
A record of the names of persons who are currently, or within the past five years were, Access Persons; and
|
·
|
A record of any decision and the reasons supporting the decision, to approve the Acquisition of Beneficial Ownership in any Security in an Initial Public Offering or Limited Offering, for at least five years after the end of the fiscal year in which the approval was granted.
|
1.
|
General Provisions
|
3
|
2.
|
Covered Persons
|
3
|
2.1.
|
Supervised Persons
|
3
|
2.2.
|
Access Persons
|
4
|
2.3.
|
Family Members
|
4
|
3.
|
Business Conduct Standards
|
4
|
3.1.
|
Compliance with Laws and Regulations
|
4
|
3.2.
|
Confidentiality of Client Information
|
4
|
3.3.
|
Conflicts of Interest
|
5
|
3.4.
|
Public Presentations, Social Media and Blogging Policy
|
6
|
3.5.
|
Rumor Policy
|
7
|
3.6.
|
Outside Business Interests – Change in Employment
|
7
|
3.7.
|
Gifts and Entertainment
|
7
|
3.8.
|
Political Contributions
|
8
|
3.9.
|
Reporting of Violations
|
8
|
3.10
|
Whistleblower Policy
|
8
|
4.
|
Insider Trading
|
8
|
5.
|
Personal Securities Transactions
|
9
|
5.1
|
Pre-clearance
|
9
|
5.2
|
Proprietary Mutual Funds
|
9
|
5.3
|
Additional Pre-clearance Exception
|
9
|
5.4
|
Restrictions on Purchases and Sales: Black-out Periods
|
9
|
5.5
|
Short Term Trading
|
9
|
6.
|
Reporting Requirements
|
9
|
6.1.
|
Scope
|
9
|
6.2.
|
Reportable Securities
|
10
|
6.3.
|
Reporting Exceptions
|
10
|
6.4.
|
Initial and Annual Certifications
|
11
|
6.5.
|
Initial/ Annual Holdings and Quarterly Transaction Reports
|
11
|
6.6.
|
Annual Written Reports to the Board
|
11
|
7.
|
Recordkeeping Requirements
|
12
|
8.
|
Form ADV Disclosure
|
12
|
9.
|
Acknowledgment of Receipt
|
12
|
§ |
place the interests of Castlemaine’s clients first and foremost ahead of their own personal interests,
|
§ |
ensure that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility,
|
§ |
Avoid taking any inappropriate advantage of their positions.
|
2.1. |
Supervised Persons
|
§ |
Directors, officers, and partners of Castlemaine (or other persons occupying a similar status or performing similar functions);
|
§ |
Employees of Castlemaine;
|
§ |
Any other person who provides advice on behalf of Castlemaine and is subject to Castlemaine’s supervision and control;
|
§ |
Temporary workers;
|
§ |
Consultants;
|
§ |
Independent contractors; and
|
§ |
Access persons.
|
2.2. |
Access Persons
|
§ |
Have access to non-public information regarding any Client’s purchase or sale of securities;
|
§ |
Have access to non-public information regarding the portfolio holdings of any Client;
|
§ |
Are involved in making securities recommendations to any Client, or have access to such recommendations that are non-public; or
|
§ |
Are Castlemaine’s directors, officers and partners (or other persons occupying a similar status or performing similar functions).
|
2.3. |
Family Members
|
3.1. |
Compliance with Laws and Regulations
|
§ |
defraud a Client in any manner;
|
§ |
mislead a Client, including by making a statement that omits material facts;
|
§ |
engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client;
|
§ |
engage in any manipulative practice with respect to a Client; or
|
§ |
engage in any manipulative practice with respect to securities, including price manipulation.
|
3.2. |
Confidentiality of Client Information
|
3.3. |
Conflicts of Interest
|
3.4. |
Public Presentations, Social Media and Blogging Policy
|
§ |
Make it clear that the views expressed in the medium are yours alone and do not necessarily represent the views of Castlemaine.
|
§ |
Respect Castlemaine’s confidentiality and proprietary information.
|
§ |
Ask the CCO if you have any questions about what is appropriate to include in your comments or opinions.
|
§ |
Be respectful to Castlemaine, Castlemaine’s employees, our customers, our partners, our affiliates, and competitors.
|
§ |
Understand and comply when Castlemaine asks that topics not be discussed for confidentiality or legal compliance reasons.
|
§ |
Ensure that your activity does not interfere with your work commitments.
|
3.5. |
Rumor Policy
|
3.6. |
Outside Business Interests – Change in Employment
|
3.7. |
Gifts and Entertainment
|
3.8. |
Political Contributions
|
3.9. |
Reporting of Violations
|
3.10. |
Whistleblower Policy
|
5.1 |
Pre-clearance
|
5.2 |
Proprietary Mutual Funds
|
6.1. |
Scope
|
6.2. |
Reportable Securities
|
§ |
Open-ended mutual funds, except proprietary mutual funds advised or sub-advised by or for Castlemaine;
|
§ |
Direct obligations of the United States;
|
§ |
Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
|
§ |
Shares issued by money market funds;
|
§ |
Shares issued by open-end funds other than reportable funds (Note: The term “Reportable Funds” means any fund whose investment adviser or principal underwriter controls you, is controlled by you, or is under common control with you.); and
|
§ |
Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
|
6.3. |
Reporting Exceptions
|
§ |
Any report with respect to securities held in accounts over which the access person has no direct or indirect influence or control;
|
§ |
A transaction report with respect to transactions effected pursuant to an automatic investment plan (Note: This exception includes dividend reinvestment plans.); and
|
§ |
A transaction report if the report would duplicate information contained in broker account statements that Castlemaine holds in its records so long as Castlemaine receives the statements no later than 30 days after the end of the applicable calendar quarter.)
|
6.4. |
Initial and Annual Certifications
|
6.5. |
Initial/ Annual Holdings and Quarterly Transaction Reports
|
6.6. |
Annual Written Reports to the Board
|
§ |
Issues Arising Under the Code.
The report must describe any issue(s) that arose during the previous year under this Code of Ethics, including any material or procedural violations, and any resulting sanction(s). The CCO may report to the Board more frequently if he or she deems it necessary or appropriate, and shall do so as requested by Castlemaine’s Managing Member.
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Certification.
Each report must be accompanied by a certification to the Board of Directors that Castlemaine has adopted procedures reasonably robust enough to prevent their access persons from violating this Code.
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A copy of each Code that has been in effect at any time during the past five years;
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A record of any violation of the Code and any action taken as a result of this violation for five years from the end of the fiscal year in which the violation occurred;
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A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a covered person;
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Holdings and transactions reports made as required under the Code, including any brokerage confirmations and account statements made in lieu of these reports;
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A list of the names of persons who are currently, or within the past five years were, covered persons;
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A record of any decision and supporting reasons for approving the acquisition of securities by supervised or access persons in initial public offerings, or otherwise limited offerings, for a t least five years after the end of the fiscal year in which approval was granted;
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Any waiver from or exception to the Code for any covered person of Castlemaine subject to the Code, and;
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A copy of each annual written report to the Board.
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Date | |||
By:
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Alfredo M. Viegas
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Its:
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Managing Member
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Name
Date
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I hereby request authorization to enter the following securities transaction:
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Company Name
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Ticker Symbol
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Number of Shares
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Type (Buy/Sell)
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Price (Mkt/Lmt)
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Other
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Account Number
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Acct Type
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Broker Dealer
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Bank
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Signature
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Date
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Signature of CCO or their designee
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Date
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Print Name
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_____
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I have read, understand and agree to comply with Adviser's Code of Ethics dated ______________
.
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_____
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I hereby acknowledge receipt of Adviser's Policies and Procedures Manual dated and addendums, pending and applied.
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_____
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I have read, understand and agree to comply with Section 9 Insider Trading Provisions of Castlemaine LLC’s Policies and Procedures Manual. I have read, understand, and agree to comply with conditions contained therein.
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_____
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I understand that as a supervised person of the Adviser, I must promptly (upon discovery of violation) report violations of compliance procedures to the CCO as the situation dictates. If the CCO is unavailable, the violation must then be reported to the Managing Member of Castlemaine LLC.
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Signature
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Title
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Print Name
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Date
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___
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I am defined as an Access Person by Castlemaine LLC’s Code of Ethics and do have accounts in which I have direct or indirect beneficial interest or control.
Please complete Item II, Item III and Item IV below.
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I am defined as an Access Person by Castlemaine LLC’s Code of Ethics and do not have any accounts in which I have direct or indirect beneficial interest or control.
Please skip Item II and item III below. Please complete Item IV below.
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Account Number
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Account Name
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Custodian/Brokerage Name and Address
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I have disclosed all brokerage accounts in which I have direct or indirect beneficial interest or control in the table above.
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I hold reportable securities outside of the above-referenced accounts. Information as required by Rule 204A (b)(1)(i) is attached.
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For any accounts disclosed above, I have provided the Chief Compliance Officer (“CCO”) or designee with a duplicate statement which is current as of 45 days of my becoming an access person. (Check only if you are newly hired and this is your first attestation.)
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For any accounts disclosed above, duplicate statements are sent directly to the Chief Compliance Officer or designee.
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Signature
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Title
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Print Name
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Date
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[ ]
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I have read this certification and I fully understand its contents and the requirements it places upon me as an employee of Castlemaine LLC. I agree that I will fully comply with the requirements contained herein.
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Signature
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Title
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Print Name
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Date
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Signature
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Title
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Print Name
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Date
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